Can I ask questions at the annual meeting if I attend virtually?

Stockholders who virtually attend the annual meeting will have the ability to submit questions prior to and during the meeting via the annual meeting website at meetnow.global/MUYZCHR. As part of the annual meeting, we will hold a question and answer session, during which we intend to answer questions submitted both virtually and in person during the meeting that are pertinent to the meeting matters, as time permits. Rules for the meeting will be no different than if it was solely an in-person meeting. Professional conduct is appreciated and all question and answer sessions will be conducted at the appropriate time during the meeting. Questions relevant to annual meeting matters will be answered during the meeting, subject to time constraints. To ensure that as many stockholders as possible are able to ask questions during the annual meeting, each stockholder will be permitted no more than two questions. Questions from multiple stockholders on the same topic or that are otherwise related may be grouped, summarized and answered together. Responses to questions relevant to annual meeting matters that are not answered during the meeting will be posted at www.heritagepci.com on the “Investors” page.

Who can vote at the annual meeting?

The record date for the annual meeting is April ~~5, 2021.~~15, 2024. You may vote all shares of the Company’s common stock that you owned as of the close of business on that date. Each share of common stock entitles you to one vote on each item to be voted on at the annual meeting. Cumulative voting is not permitted. On the record date, ~~27,965,190~~30,636,496 shares of our common stock were outstanding.

~~Can I ask questions at the annual meeting?~~

Stockholders will have the ability to submit questions during the annual meeting via the annual meeting website at www.meetingcenter.io/224279586. As part of the annual meeting, we will hold a question and answer session, during which we intend to answer questions submitted during the meeting that are pertinent to the Company and the meeting matters, as time permits.

Will my vote be disclosed to anyone?

Your vote is confidential and will not be disclosed to any officer, director or employee, except in certain limited circumstances, such as when you request or consent to disclosure.

How can I vote if I am the record holder of my shares?

If your shares of common stock are held in your name, you can vote your shares on items presented at the annual meeting or by ~~proxy. There are three ways to vote:~~proxy in the following ways:

By Telephone — You can vote by telephone by calling 1-800-652-VOTE (8683) and following the instructions on the proxy ~~card;~~card.

By Internet —

Before the annual meeting – You may submit your proxy online via the Internet by following the instructions provided on the enclosed proxy card. Internet voting facilities will be available 24 hours a day; or

During the annual meeting – You may attend the meeting ~~via the Internet at www.meetingcenter.io/224279586~~in-person or virtually and vote during the meeting by following the instructions provided on the enclosed proxy ~~card; or~~card.

In Person — Written ballots will be available at the meeting if you attend the meeting in person and wish to vote your shares at the meeting. If you vote in advance and also attend the meeting, you do not need to vote again at the meeting unless you want to change your vote.

By Mail — You can vote by mail by signing, dating and mailing the enclosed proxy card. You cannot vote by mail with a notice document.

How can I vote if my shares are held beneficially through a broker?

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and your broker, bank or nominee is considered the stockholder of record with respect to those shares. As the beneficial owner, you can vote in the following two ways:

By Following Broker’s Voting Instructions — You have the right to direct your broker, bank or nominee on how to vote and can do so by following the voting instructions you receive from your

broker. Beneficial owners should check the voting instruction cards used by their brokers or nominees for specific instructions on methods of voting. If you are a beneficial owner and your shares are held in street name, you must contact your broker or nominee to revoke your proxy.

If you do not submit voting instructions to your broker, your broker may still be permitted to vote your shares in certain cases. Brokers may vote your shares as described below.

•

Non-discretionary Items. All items, other than the ratification of the appointment of the Company’s independent registered public accounting firm, are “non-discretionary” items. If

you do not direct your broker, your broker cannot vote your shares on non-discretionary items. We refer to these as “broker non-votes.” As such, it is critically important that you submit your voting instructions if you want your shares to count for non-discretionary items, such as the election of directors. Your shares will remain unvoted for such items if your broker does not receive instructions from you.

•

Discretionary Items. The ratification of the appointment of the Company’s independent registered public accounting firm is a “discretionary” item. Brokers that do not receive instructions from beneficial owners may vote uninstructed shares with respect to that proposal in their discretion.

By ~~Internet~~Attending the Annual Meeting ~~— You~~—You are also invited to attend the annual meeting ~~virtually. If you want to~~either in person or virtually and vote ~~virtually~~your shares at the annual meeting, you must obtain a legal proxy from your broker and present it by registering at least three business days prior to the meeting date. For more instructions concerning the registration process, please see the section “Annual Meeting Procedures” on page 1.meeting.

If you want to attend and vote in person at the annual meeting, you must obtain a legal proxy from your broker and present it at the annual meeting along with proper evidence of stock holdings, such as a recent brokerage account or bank statement.

If you want to vote virtually at the annual meeting, you must obtain a legal proxy from your broker and present it by registering at least three business days prior to the meeting date.

For more instructions concerning the registration process, please see the section “Annual Meeting Procedures” on page 5.

What is the quorum required for the meeting to be held?

In order to carry on the business of the meeting, we must have a quorum. This means that stockholders representing a majority of the common stock issued and outstanding as of the record date must be present at the annual meeting, either in person, virtually or by proxy, for there to be a quorum at the annual meeting. Abstentions and broker non-votes are counted as present for purposes of establishing a quorum but broker non-votes are not considered “present” for purposes of voting on non-discretionary items.

Can I change my vote after I return my proxy card?

You can revoke your proxy at any time before your shares are voted by (1) delivering a written revocation notice prior to the annual meeting to Kirk Lusk, Chief Financial Officer, Heritage Insurance Holdings, Inc., ~~2600 McCormick Drive, Suite 300, Clearwater,~~1401 N. Westshore Blvd., Tampa, Florida ~~33759;~~33607; (2) submitting a later-dated proxy that we receive no later than the conclusion of voting at the annual meeting; or (3) voting in person or virtually at the annual meeting. Attending the annual meeting does not revoke your proxy unless you vote in person or virtually at the meeting. If your shares are held in street name, you must contact your broker or nominee to change your vote or obtain a legal proxy to vote your shares if you wish to cast your vote in person or virtually at the meeting.

What is the vote required to elect directors?

Directors will be elected by a plurality of the votes present in person, virtually or by proxy and entitled to vote at the annual meeting. A “plurality” means that the individuals who receive the largest number of votes are elected as directors up to the maximum number of directors to be elected at the annual meeting. Abstentions and broker non-voteswill ~~not~~ have anno impact on the election of directors.

What is the vote required to adopt all other proposals on the agenda?

The ratification of Plante & Moran, PLLC’s appointment as independent registered public accounting firm for fiscal year 2024 requires the affirmative vote of a majority of the shares of common stock represented at the annual meeting and entitled to vote thereon. Abstentions will have the effect of a vote against the ratification of the appointment of Plante & Moran, PLLC.

Proposal 3 is an advisory vote. This means that while we ask stockholders to approve the resolution regarding Say on Pay, this is not an action that requires stockholder approval. Approval of the Say on Pay proposal requires the affirmative vote of a majority of the shares of common stock represented at the annual meeting and entitled to vote thereon. Abstentions will have the effect of a vote against the

approval of the Say on Pay proposal. Although the vote on the proposal is non-binding, our Board and its Compensation Committee will review the results of the vote and take them into account in making determinations concerning executive compensation.

What are the consequences if I choose not to vote on a specific proposal?

You may “withhold” your vote with respect to any nominee in the election of directors and may “abstain” from voting on the other proposals. Shares “abstaining” from voting on any proposal will be counted as present at the annual meeting for purposes of establishing the presence of a quorum. “Withhold” votes with respect to any nominee for director will have no effect on the election of directors. Abstentions will have the effect of a vote against the ratification of the appointment of Plante & Moran, PLLC as independent registered public accounting firm for fiscal year ~~2021.~~2024 and against Say on Pay. Broker non-votes will have no effect on the election of directors or Say on Pay. There will be no broker non-votes with respect to the ratification of Plante & Moran, PLLC’s appointment as independent registered public accounting firm, as it is a discretionary item.

What happens if additional matters are presented at the annual meeting?

Other than the three proposals described in this proxy statement, we are not aware of any other properly submitted business to be acted upon at the annual meeting. If you grant a proxy, the persons named as proxy holders, Richard Widdicombe and Ernie Garateix, will have the discretion to vote your shares on any additional matters properly presented for a vote at the annual meeting, including matters of which the Company did not receive timely notice. If any of our nominees for director are unavailable or are unable to serve or for good cause will not serve, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be properly nominated by the ~~board of directors.~~Board.

Annual Meeting Procedures

In Person Admission to the Annual Meeting

Only record or beneficial owners of the Company’s common stock or their proxies may attend the annual meeting in person. When you arrive at the annual meeting, you must present photo identification, such as a driver’s license. Beneficial owners must also provide evidence of stock holdings, such as a recent brokerage account or bank statement.

Virtual Admission to the Annual Meeting

Only stockholders of the Company or their duly authorized proxies may virtually attend the annual ~~meeting. Stockholders may only attend the annual~~ meeting at ~~www.meetingcenter.io/224279586. The password for the meeting is HRTG2021.~~meetnow.global/MUYZCHR.

The meeting will ~~only~~ be conducted via live audio ~~webcast; there will be no physical meeting location.~~webcast. To participate invirtually at the annual meeting, stockholders of record will need the ~~15-digit~~16-digit control number that appears on your proxy card or the instructions that accompanied the proxy materials. If you would like to attend the ~~virtual~~ meeting virtually and you have your control number, please go to ~~www.meetingcenter.io/224279586~~meetnow.global/MUYZCHR prior to the start of the meeting to log in. Online access to the webcast will open approximately 30 minutes prior to the start of the annual meeting to allow time for our stockholders to log in and test their devices’ audio system.

Virtual Admission—Beneficial Owners

Beneficial owners must register for the annual meeting if they want to ~~virtually~~ attend, ask questions, and/or vote at the annual ~~meeting.~~meeting virtually. They may register ~~for~~to virtually attend the annual meeting in the following two ways:

•

Advance ~~Registration.~~Registration. Beneficial owners may register in advance of the annual meeting by submitting proof to Computershare, our transfer agent, of their legal proxy power as received from their broker or bank. This submission should include the beneficial owner’s name, email address, and the number of Company shares held as of the record date. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on ~~May 20, 2021.~~June 3, 2024. Computershare will provide the beneficial owner confirmation of registration by email after it receives the registration materials.

Requests for advance registration should be directed to Computershare through either of the following methods:


By email:		Beneficial owner may forward the email from its broker granting it legal proxy, or may attach an image of its legal proxy, to legalproxy@computershare.com; or

By mail:		Beneficial owner may mail its legal proxy granted by its broker to:

		Computershare
		Attn: Heritage Insurance Holdings, Inc. – Legal Proxy
		P.O. Box 43001
		Providence, RI 02940-3001

•

Registration at Annual Meeting. Beneficial owners may register virtually at the annual meeting by visiting ~~www.meetingcenter.io/224279586~~meetnow.global/MUYZCHR with the control number received with their voting instruction form. ~~The password for~~Beneficial owners may not vote at the meeting ~~is HRTG2021.~~virtually if they do not register.

~~Participation during the Annual Meeting~~

Appraisal Rights

Stockholders do not have appraisal rights under Delaware law in connection with the matters to be voted on at the annual meeting.

Stockholder List

~~You may examine our stockholder list during the annual meeting by following the instructions provided on the meeting website during the annual meeting.~~ The stockholder list will ~~also~~ be available for examination during normal business hours for ten days prior to the annual meeting for any purpose germane to the meeting at our corporate headquarters at ~~2600 McCormick Drive Suite 300, Clearwater,~~1401 N Westshore Blvd, Tampa, Florida ~~33759.~~33607.

PROPOSALS TO BE VOTED ON

Proposal 1: Election of Directors

~~Nominees~~

The size of the Board is currently set at nine members. Our previous Chairman and Chief Executive Officer, Bruce Lucas, served his last day as an employee and board member of the Company on November 30, 2020. Pursuant to our Bylaws, we appointed Ernie Garateix to fill the resulting vacancy on the Board and appointed Richard Widdicombe to serve as Chairman of the Board, each until the 2021 annual meeting. In addition, James Masiello retired from our Board on March 3, 2021, following which the Board size was decreased to nine directors.

At the annual meeting, the stockholders will elect nine directors to serve until the ~~2022~~2025 annual meeting of stockholders or until their respective successors are elected and qualified. Any vacancy occurring after the election may be filled by a majority vote of the remaining directors. In accordance with the Company’s Bylaws, a director appointed to fill a vacancy will be appointed to serve until the next annual meeting of stockholders.

Assuming a quorum is present, the nine nominees receiving the highest number of affirmative votes of shares entitled to be voted for them will be elected as directors of the Company. Stockholders are not entitled to cumulate votes in the election of directors. All nominees have consented to serve as directors, if elected. If any nominee is unable or declines to serve as a director at the time of the annual meeting, the proxy holders may vote for any nominee designated by the present Board to fill the vacancy. As of the date of this proxy statement, the Board has no reason to believe that any of the director nominees named herein will be unable or unwilling to serve as a director if elected.

The Company believes that its Board, as a whole, should encompass a range of talent, skill, diversity, experience and expertise enabling it to provide sound guidance with respect to the Company’s operations and interests. In addition to considering a candidate’s background, experience and accomplishments, candidates are reviewed in the context of the current composition of the Board and the evolving needs of our business. Although the Company does not have a formal policy with regard to the consideration of diversity in identifying candidates, the Corporate Governance and Nominating Committee strives to nominate candidates with a variety of complementary skills so that, as a group, the Board will possess the appropriate level of talent, skills and expertise to oversee the Company’s business. The Company regularly assesses the size of the Board, whether any vacancies are expected due to retirement or otherwise, and the need for particular expertise on the Board. The Company’s policy is to have at least a majority of our directors qualify as “independent directors” as defined in the rules of the NYSE. Currently, ~~five~~seven of our nine directors are independent. See page 1215 for a further discussion of director independence.

The Corporate Governance and Nominating Committee seeks candidates with strong ~~reputations and~~ experience in areas relevant to the strategy and operations of the Company, particularly in industries and growth segments that the Company serves, as well as key geographic markets where it operates. Each of the director nominees holds or has held senior positions in ~~complex~~ organizations and has operating experience that meets this objective, as described below. In these positions, they have also gained experience in core management skills, such as strategic and financial planning, financial reporting, ~~corporate governance,~~ risk management and leadership development.

The Corporate Governance and Nominating Committee also believes that the nominees, each of whom is a current director, has the experience, expertise, integrity, sound judgment and ability to engage management in a collaborative fashion to collectively comprise an effective Board. In addition, the Corporate Governance and Nominating Committee believes that each of the nominees is committed to devoting significant time and energy to service on the Board and its committees.

DIRECTOR NOMINEES

The ~~names of the~~following provides certain information with respect to our director nominees ~~their ages~~ as of April 15, 2021, their recent employment or principal occupation, the names of any public companies for which they currently serve as a director or have served as a director within the past five years, and their period of service as a Company director are set forth below.2024.


Name	Age		Position
Ernie Garateix		4952	Director and CEO
Richard Widdicombe		6265	Chairman of the Board
Pete Apostolou(1)		4649	Director
Irini Barlas(2)(3)		4952	Director
Mark Berset		74	~~Director~~
~~Steven Martindale~~		5877	Director
Nicholas Pappas(1)(3)		4649	Director
Joseph Vattamattam(2)(3)		4447	Director
Vijay Walvekar(1)(2)		7477	Director
Paul L. Whiting(1)(2)(3)		80	Director

(1)	Current member of our Corporate Governance and Nominating Committee.

(2)	Current member of our Audit Committee.

(3)	Current member of our Compensation Committee.

~~DIRECTOR NOMINEES~~

Ernie Garateix. Mr. Garateix has served as our Chief Executive Officer and as a member of our Board since December 2020. Prior to that, he served as our Chief Operating Officer since December 2014. Prior to that, from August 2012 to December 2014, Mr. Garateix served as our Executive Vice President. Prior to joining us, Mr. Garateix served as Vice President for American Integrity Insurance Group beginning in October 2007. Mr. Garateix brings to the Board an in-depth knowledge of the insurance industry gained from his service in senior positions at the Company and his years of leadership experience at insurance carriers.

Richard Widdicombe. Mr. Widdicombe is our Chairman and has served on our Board since we began operations in August 2012, and as our President from August 2012 until December 2020. He was previously our Chief Executive Officer from August 2012 to May 2014. Prior to joining the Company, Mr. Widdicombe served as Risk Manager of Homeowners Choice Property & Casualty Insurance Company (NYSE: HCI) from November 2009 to September 2011. Prior to that, Mr. Widdicombe served as President of People’s Trust Insurance Company from July 2007 to February 2009. Mr. Widdicombe brings to the Board an in-depth knowledge of the insurance industry gained from his years of leadership experience at multiple insurance carriers.

Pete Apostolou. Mr. Apostolou has served on our Board since we began operations in August 2012. Mr. Apostolou is the owner of Central Title Services, which he founded in 2015. He is also a real estate broker and owner of Alexa Realty of St. Petersburg, which he founded in 2004. Mr. Apostolou also serves as a manager and owner of several other commercial real estate companies in the greater Tampa Bay area. Mr. Apostolou brings to the Board an in-depth knowledge of the Florida commercial and residential real estate market.

Irini Barlas. Ms. Barlas ~~has served on our Board since August 2014 and~~ brings over ~~20 years~~two decades of operational and ~~management experience~~managerial expertise in the financial services ~~sector. Ms. Barlas~~sector to our Board, where she has served since August 2014. Currently, she is ~~the~~ Chief Financial ~~and Operating~~ Officer ofat Megastar Advisors, LLC, an insurance marketing ~~and training~~ organization, ~~and~~a role she has ~~served in such role~~held since January 2014. ~~Since~~From February 2010 through May 2022, Ms. Barlas ~~has~~ also served as the Chief Financial Officer of Barlas Tax & Financial Group, LLC, a provider of tax, insurance, and investment services. ~~Previously, from January 2009 through January 2010,~~Prior to this, Ms. Barlas ~~was~~worked as an auditor at Grant Thornton ~~LLP.~~LLP from January 2009 to January 2010. Throughout her tenure, Ms. Barlas has ~~also~~ held ~~various other~~key management ~~positions in both accounting and operations over the years.~~roles. Moreover, Ms. Barlas is a Certified Public Accountant (CPA) with a master’s degree in accounting, and she remains an active member of the American Institute of Certified Public Accountants and the Florida Institute of Certified Public Accountants. Ms. Barlas has a strong operational background and brings to the Board extensive experience in financial statement preparation, ~~and financial~~ reporting, and analysis.

Mark Berset. Mr. Berset has over 45 years of experience in the property and casualty insurance industry. Mr. Berset has served as chief executive officer of Comegys Insurance Agency since 1975, as chief executive officer of Alpha Insurance Management since 1993, and as chief executive officer of Strategic Agency Network of Florida, an alliance of insurance agents, since 1997. Mr. Berset also co-founded Purpose Employer Solutions, a national payroll company, in 2010 and has served as a director since then. Mr. Berset has also co-founded various Florida-based property and casualty insurance companies and served as a board member of United Property & Casualty Insurance Co. until 2007. Mr. Berset serves on the boards of directors of two private companies and previously served on the board of directors of Innovaro, Inc., formerly a software-based consulting company, from 2009 to 2015. Mr. Berset brings to the Board an in-depth knowledge of the insurance industry gained from his years of executive management and leadership experience running insurance agencies and co-founding insurance companies and businesses in related industries.

~~Steven Martindale~~. Mr. Martindale has served on our Board since January 2018. Since May 2018, Mr. Martindale has been the president of Smartscor, Inc, a consulting company. Prior to that, Mr. Martindale served as our Chief Financial Officer from May 2016 to January 2018 and as our ~~Co-Chief~~ Financial Officer from January 2018 to April 2018. Prior to joining the Company, Mr. Martindale served as Chief Financial Officer at People’s Trust Insurance Company, a privately held insurer licensed in the State of Florida, from

September 2013 to May 2016. Prior to People’s Trust, Mr. Martindale was Chief Regulatory Officer for the State of Ohio from April 2011 to September 2013. From August 2008 to September 2013, Mr. Martindale was a partner and consulting chief financial officer for Focus CFO, a financial consulting firm. From January 2005 to August 2008, Mr. Martindale worked at ProCentury as Vice President Corporate Governance. Mr. Martindale has also held various other positions in both accounting and auditing. Mr. Martindale brings to the Board ~~in-depth~~ ~~financial knowledge, as well as executive management and leadership experience.~~

Nicholas Pappas. Mr. Pappas has served on our Board since April 2014. Mr. Pappas is the President and owner of ~~FlameStone American Grill, a restaurant~~Meat Up Restaurant Group, consisting of three restaurants in the Tampa ~~area that opened in 2007.~~Bay area. Mr. Pappas also owns or serves on the executive team of several commercial real estate holding companies with properties in ~~the~~ Tampa and ~~Jacksonville, Florida areas.~~other parts of Florida. Mr. Pappas brings to the Board an entrepreneurial and executive management background, as well as a strong knowledge of the Florida commercial real estate market.

Joseph Vattamattam. Mr. Vattamattam has served on our Board since April 2014. Mr. Vattamattam is the President ~~and Chief Financial Officer~~ of Healthmap Solutions, a ~~provider of technology and consulting services to healthcare organizations,~~specialty population health management company focusing on patients living with kidney disease, amongst other chronic conditions, a position he has held since October 2020. He served as the CEO of Healthmap Solutions from July 2013 to October 2020. Prior to that, Mr. Vattamattam served as Vice President of Medical Economics at CareCentrix, Inc., a provider of home health solutions, from August 2010 to July 2013 and as Area Vice President, Operations from January 2010 to August 2010. Prior to that, Mr. Vattamattam held several positions at WellCare Health Plans, a provider of managed care services, from June 2007 to December 2009, most recently as Director, Health Services. Mr. Vattamattam previously held positions at Wachovia Securities and PricewaterhouseCoopers LLP. Mr. Vattamattam also serves as a Director on the Advent Health Carrollwood Foundation board, a position he has held since January 2020. Mr. Vattamattam brings to the ~~board~~Board executive management and leadership skills, as well as an in-depth knowledge of capital markets and financial analysis.

Paul L. Whiting. Mr. Whiting has served on our Board since March 2023. Mr. Whiting previously served as a member of the board of directors of Sykes Enterprises, Inc. from December 2003 to May 2019 and Teco Energy, Inc from February 2004 until July 2016. Mr. Whiting was President of Seabreeze Holdings, Inc., a privately held investment company from 1967 to December 2023. Mr. Whiting currently is a private investor. Previously, Mr. Whiting held various positions within Spalding & Evenflo Companies, Inc., including Chairman, Chief Executive Officer and Chief Financial Officer. Presently, Mr. Whiting sits on the boards of The Bank of Tampa and The Tampa Bay Banking Co. Mr. Whiting also serves on the boards of various civic organizations, including, among others, Academy Prep Foundation and Academy Prep Centers in the Florida cities of Lakeland, St. Petersburg and Tampa, which are full-scholarship, private college preparatory middle schools for low-income children. Mr. Whiting brings to the Board senior executive management, leadership skills and board oversight experience, including experience with regulated businesses.

Vijay Walvekar. Mr. Walvekar has served on our Board since we began operations in August 2012. Mr. Walvekar currently serves as Vice President of Central Home Health Care, Inc., a position he has held since January 1985. Mr. Walvekar also serves as President or Managing Member of several real property holding companies owning real estate in Florida and Michigan. Mr. Walvekar also serves as Managing Director of Control-Touch Electronics (Poona) Pvt. Ltd. in Pune, India since 1986. Mr. Walvekar was a Commercial Pilot in India and also held USA, FAA Commercial Pilot’s licenses. Mr. Walvekar is a director of Clearing House Division of Atlas Fintech Holdings Corporation which has operations in the ~~USA~~U.S. and Panama. Mr. Walvekar brings to the Board important knowledge and experience in strategic planning, real estate, and leadership.

Required Vote

Directors are elected by a plurality of the votes of the shares present ~~virtually~~in person or by proxy and entitled to vote on the election of directors at the annual meeting. The individuals who receive the largest number of votes will be elected as directors up to the maximum number of directors to be elected at the annual meeting.

THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF ALL NOMINEES NAMED ABOVE.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. To execute this responsibility, the Audit Committee engages in a comprehensive evaluation of the independent registered public accounting firm’s qualifications, performance and independence and whether the independent registered public accounting firm should be rotated, and considers the advisability and potential impact of selecting a different independent registered public accounting firm.

Plante & Moran, PLLC (“Plante & Moran”) has served as our independent registered public accounting firm since June 2018 and has been appointed by the Audit Committee to continue as our independent registered public accounting firm for the fiscal year ending December 31, ~~2021.~~2024. Although ratification is not required by our Bylaws or otherwise, we are submitting the selection of Plante & Moran to our stockholders for ratification because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. In the event that ratification of this selection is not approved by the affirmative vote of the holders of a majority of the shares of common stock of the Company represented at the annual meeting ~~virtually~~in person or by proxy and entitled to vote on the item, the Audit Committee and the Board will review the Audit Committee’s future selection of an independent registered public accounting firm but is not bound by the stockholders’ vote. Even if the selection is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time if it determines that a change would be in the best interests of the Company and our stockholders.

Representatives of Plante & Moran ~~will~~are expected to be available ~~via teleconference~~ at the annual meeting. The representatives will have an opportunity to make a statement and will be available to respond to appropriate questions.

Required Vote

The affirmative vote of the holders of a majority of the Company’s common stock present at the annual meeting virtually or by proxy and entitled to vote on this proposal is required to approve the ratification of the appointment of Plante & Moran as the Company’s independent registered public accounting firm for the current fiscal year.

THE BOARD RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF PLANTE & MORAN, PLLC AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, ~~2021.~~2024.

Proposal 3: Advisory Vote on Executive Compensation

We are providing stockholders an advisory vote on executive compensation, or Say on Pay, as required by the Dodd-Frank Act. The Say on Pay vote is a non-binding vote on the compensation of our named executive officers, as described in this proxy statement in the Executive Compensation ~~Discussion and Analysis,~~section beginning on page 21, including the compensation tables and the related narrative disclosure. The Dodd-Frank Act requires us to hold the Say on Pay vote at least once every three years, and the Company has determined to hold the Say on Pay vote every year.

We encourage stockholders to review the Executive Compensation ~~Discussion and Analysis,~~section, including the compensation tables and the related narrative disclosure beginning on ~~pages~~ ~~17-39~~page 21 of this proxy statement. As discussed in the Executive Compensation ~~Discussion and Analysis~~ section, we believe that our compensation policies and decisions ~~particularly with respect to our new 2021 compensation program for our CEO,~~ further our objectives to: (i) reward superior financial and operational performance; (ii) motivate our executive officers to build and grow our business profitably; (iii) align the interests of our executive officers with those of our stockholders; and (iv) enable us to attract, retain and motivate qualified executive officers.

At the ~~2020~~2023 annual meeting, we held our ~~inaugural~~ Say on Pay vote and approximately ~~74%~~83% of the votes cast on the proposal were ~~cast against~~in favor of our named executive officers’ compensation. ~~In response to these results, we launched an extensive~~We continued our shareholder outreach ~~effort, in which we actively reached out~~efforts during 2023 and early 2024. The Committee will continue to ~~29 institutional investors, representing approximately 52%~~consider the outcome of say on pay votes when making future compensation decisions for the ~~outstanding shares of our common stock. Thirteen of the investors we contacted, representing approximately 26% of the outstanding shares of our common stock, engaged with us.~~NEOs.

The shareholders we engaged with primarily expressed dissatisfaction with our prior CEO’s compensation. As we value the feedback provided by these investors, the Board took action to specifically address their concerns and, in connection with the appointment of our new CEO, we made substantial changes to our CEO compensation program, as summarized in the section “Compensation Discussion and Analysis,” while still maintaining a CEO compensation program focused on retaining and motivating our CEO. The Compensation Committee believes that the CEO compensation changes for 2021, as summarized below, reflect our Board’s ongoing commitment to shareholder engagement and responsiveness.

~~The changes to CEO compensation, which are effective beginning with fiscal 2021, include:~~

~~A 70% reduction to overall target compensation;~~

~~A base salary reduction from $2.5 million to $1.0 million;~~

~~Elimination of any guaranteed cash bonus;~~

~~Implementation of a more rigorous performance-based cash incentive with target, threshold and maximum (capped) levels; and~~

Modification of long-term equity incentive award, of which 50% is time based and the remaining 50% is subject to performance-based criteria, including target, threshold and maximum levels. The performance component of the equity compensation is long-term, with performance criteria measured over a three-year performance period and tied to overall company performance. Our new CEO was awarded $500,000 of three-year, time-based restricted stock in fiscal 2021 and will be eligible to receive $500,000 time-based equity grants annually in future fiscal years.

We believe that our executive compensation program strikes the appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our executives to dedicate themselves fully to value creation for our stockholders. More information on our executive compensation programs can be found below in the section “Executive Compensation”.

On the basis of the compensation of our named executive officers described in this proxy statement in the Executive Compensation ~~Discussion and Analysis,~~section, including the compensation tables and the related narrative disclosure found within this proxy statement, we are requesting that our stockholders vote on the following resolution:

“RESOLVED, that the stockholders of Heritage Insurance Holdings, Inc. (“Heritage”) approve, on an advisory basis, the compensation of Heritage’s named executive officers, as described in the Executive Compensation

~~Discussion and Analysis~~ section, including the tabular disclosure regarding such compensation and the accompanying narrative disclosure, set forth in Heritage’s ~~2021~~2024 Annual Meeting proxy statement.”

Although this Say on Pay vote on executive compensation is non-binding, the Board and the Compensation Committee will review the results of the vote and will take into account the outcome of the vote when determining future executive compensation arrangements.

Required Vote

The approval of the Say on Pay proposal requires the affirmative vote of a majority of the shares of the Company’s common stock represented at the annual meeting and entitled to vote thereon.

THE BOARD RECOMMENDS A VOTE “FOR” ADOPTION OF THE RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THE EXECUTIVE COMPENSATION ~~DISCUSSION AND ANALYSIS~~ SECTION.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board Leadership Structure

The Board maintains flexibility to determine the appropriate leadership structure for the Company and whether the roles of Chairman of the Board and CEO should be filled by the same or different individuals. This approach allows the Board flexibility to determine whether the two roles should be separate or combined, based upon the Company’s best interests in light of the dynamic environment in which it operates, the Board’s assessment of the Board’s leadership, and the Company’s needs from time to time. ~~After~~Currently, the ~~departure~~offices of ~~Mr. Lucas from his positions as CEO~~the Chief Executive Officer and Chairman of the Board ~~the Board determined that at this time, separation of these offices would serve the Company’s best interests and the best interests of its stockholders.~~are separated. The Board considered that separating these offices would allow the CEO to focus on the strategic direction of the Company and the day to day leadership and performance of the Company, while allowing for the Chairman to provide guidance to the CEO, set the agenda for the Board meetings and preside over meetings of the Board.

Board of Directors Role in Risk Oversight

Our Board oversees the risk management activities designed and implemented by our management. The Board executes its oversight responsibility for risk management both directly and through its committees. The full Board also considers specific risk topics, including risks associated with our strategic plan, business operations and capital structure. In addition, the Board receives regular reports from members of our senior management and other personnel that include assessments and potential mitigation of the risks and exposures involved with their respective areas of responsibility.

Our Board has delegated to the Audit Committee oversight of our risk management process. Our other Board committees also consider and address risk as they perform their respective committee responsibilities. All committees report to the full Board as appropriate, including when a matter rises to the level of a material or enterprise level risk.

Meetings and Committees of the Board of Directors

During ~~2020,~~2023, the Board held four ~~meetings and also acted by written consent in lieu of a meeting five times.~~meetings. During ~~2020,~~2023, each director attended at least 75% of the aggregate of (i) the total number of meetings of the Board held during the period in which he or she was a director and (ii) the total number of meetings held by all of the committees of the Board on which he or she served. The Board has a standing Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee which operate under written charters adopted by the Board.

At the Board meetings, ~~independent~~non-management directors of the Company meet regularly in executive session without management in accordance with NYSE listing standards. Generally, executive sessions are held in conjunction with ~~regularly-scheduled~~regularly scheduled meetings of the Board. ~~Former director James Masiello~~Mr. Widdicombe presided over executive sessions of the Board during ~~2020.~~2023. In ~~2020,~~2023, the ~~non-employee~~non-management ~~independent members of the Board~~directors met in executive session ~~four times.~~one time. At each executive session, a presiding ~~independent~~non-management director chosen by a majority of the ~~independent~~ directors present presides over the session.

Audit Committee. Ms. Barlas and Messrs. Vattamattam, Walvekar and ~~Walvekar~~Whiting serve on the Audit Committee. Ms. Barlas serves as the ~~chairwoman~~chair of ~~our~~the Audit Committee and, subject to her re-election, the Board has selected Ms. Barlas to continue as ~~chairwoman~~chair of the Audit Committee. The Audit Committee is composed of non-employee directors, each of whom is independent under Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable listing standards of the NYSE. The Board has determined that each of Ms. Barlas and ~~Mr.~~Messrs. Vattamattam and Whiting meets the requirements of an audit committee financial expert under SEC rules. During ~~2020,~~2023, the Audit Committee held four ~~meetings and also acted by written consent in lieu of a meeting.~~meetings.

The Audit Committee is responsible for, among other things, assisting the Board in its oversight of:

the integrity of the Company’s financial statements;

the Company’s compliance with legal and regulatory requirements;

the independent auditor’s qualifications and independence; ~~and~~

the performance of the Company’s internal audit function and independent ~~auditors.~~auditors; and

the Company’s information system controls and security.

Compensation Committee. Messrs. Pappas, Vattamattam and ~~Vattamattam~~Whiting and Ms. Barlas serve on the Compensation Committee. Mr. ~~Masiello served on the Compensation Committee, as its chairman, during all of 2020 until his retirement from the Board in February 2021. Mr.~~ Vattamattam ~~now~~ serves as the ~~chairman~~chair of the Compensation Committee, and subject to his election, the Board has selected Mr. Vattamattam to continue as ~~chairman~~chair of the Compensation Committee. The Compensation Committee is composed of non-employee directors, each of whom is independent as required by the applicable listing standards of the NYSE, including the heightened independence requirements specific to compensation committee members. During ~~2020,~~2023, the Compensation Committee held ~~five meetings and also acted by written consent in lieu of two~~three meetings.

The Compensation Committee is responsible for, among other things:

discharging the Board’s responsibilities relating to the compensation of the Company’s directors, Chief Executive Officer and other executive officers;

reviewing key employee compensation goals, policies, plans and programs, including management development and succession plans;

reviewing and approving ~~the compensation of the Company’s directors, chief executive officer and other executive officers;~~

~~reviewing and approving~~ employment agreements and other similar arrangements between the Company and the ~~Company’s executive officers; and~~Executive Officers;

approving, evaluating and administering the Company’s stock plans and other incentive compensation ~~plans.~~plans; and

overseeing and administering the Company’s executive compensation clawback policies.

Compensation Committee Interlocks and Insider Participation. None of the members of the Compensation Committee was at any time during ~~2020~~2023 or at any other time an officer or employee of our Company. None of our executive officers serves as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board or Compensation Committee.

Corporate Governance and Nominating Committee. Messrs. Apostolou, Pappas, ~~Apostolou,~~Walvekar and ~~Walvekar~~Whiting serve on the Corporate Governance and Nominating Committee. Mr. ~~Masiello served on the Corporate Governance and Nominating Committee during all of 2020. Mr.~~ Pappas serves as the ~~chairman~~chair of ~~our~~the Corporate Governance and Nominating Committee and, subject to his re-election, the Board has selected Mr. Pappas to continue as ~~chairman~~chair of the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee is composed of ~~independent~~ non-employee directors, each of whom is independent as required by the applicable listing standards of the NYSE. During ~~2020,~~2023, the Corporate Governance and Nominating Committee held ~~one meeting and also acted by written consent in lieu of a meeting.~~two meetings.

The Corporate Governance and Nominating Committee is responsible for, among other things:

identifying individuals qualified to become Board members, ~~of the Board~~ consistent with criteria approved by the ~~Board;~~

~~overseeing the organization of the~~ Board ~~to discharge the board’s duties~~ and ~~responsibilities properly and efficiently;~~

~~identifying best practices and recommending corporate governance principles;~~

~~developing, recommending, and reviewing annually our Corporate Governance Guidelines;~~

~~reviewing annually our Code of Business Conduct and Ethics;~~

~~recommending~~recommend to the Board director nominees for ~~election at~~ the next annual meeting of ~~stockholders, or~~stockholders;

developing and recommending to ~~fill any vacancies;~~the Board matters of corporate governance, including the Corporate Governance Guidelines;

recommending to the Board director nominees for each committee of the Board;

~~reviewing potential conflicts of interest involving our executive officers; and~~

overseeing the evaluation of the Board and ~~management.~~management;

reviewing annually our Code of Business Conduct and Ethics;

monitoring and assisting the Board in determining the independence of each director and director nominee; and

overseeing and reviewing, as the Committee deems appropriate, the Company’s Environmental, Social and Governance (ESG) strategies and initiatives, including ESG reports and disclosures required under Securities and Exchange Commission rules and regulations.

In evaluating and determining whether to nominate a candidate for a position on our Board, the Corporate Governance and Nominating Committee will consider the candidate’s professional ethics and values, relevant management experience and a commitment to enhancing stockholder value. WeThe Board regularly ~~assess the~~assesses its size, ~~of the Board,~~ whether any vacancies are expected due to retirement or otherwise, and the need for particular expertise on the Board. Candidates may come to the attention of the Corporate Governance and Nominating Committee from current Board members, stockholders, professional search firms, officers or other persons. The Corporate Governance and Nominating Committee will review all candidates in the same manner regardless of the source of recommendation, including from stockholders.

The Corporate Governance and Nominating Committee will consider stockholder recommendations of candidates when the recommendations are properly submitted in accordance with our Bylaws. Any stockholder recommendations which are submitted under the criteria summarized above should include the candidate’s name and qualifications for Board membership and should be addressed to our Corporate Secretary.

For purposes of potential nominees to be considered at the ~~2022~~2025 annual stockholders’ meeting, the Corporate Secretary must receive this information ~~no earlier than January 25, 2022 and no later than~~during the ~~close of business on February 24, 2022~~timeframe described under the heading “Stockholder Proposals for the 2025 Annual Meeting”, in accordance with the procedures in the Bylaws. The notice must set forth the candidate’s name, age, business address, residence address, principal occupation or employment, the number of shares beneficially owned by the candidate and information that would be required to solicit a proxy under federal securities law. In addition, the notice must include the stockholder’s name, address and the number of shares beneficially owned (and the period they have been held).

In ~~2020,~~2023, we did not engage a third party to identify, evaluate or assist in identifying potential nominees for director.

Director Independence

There are no family relationships among any of our executive officers or directors. Our Board has affirmatively determined that each of Messrs. Apostolou, Pappas, Vattamattam, Walvekar, Whiting and ~~Walvekar~~Widdicombe and Ms. Barlas is an “independent director,” as defined under the rules of the NYSE. In making the independence determination, the Board considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances that the Board deemed relevant. Mr. Garateix is not independent as he is our Chief Executive Officer. ~~Mr. Widdicombe, as a former President of the Company, and Mr. Martindale, as a former CFO of the Company until April 2018, are not considered independent under the rules of the NYSE.~~ With respect to Mr. Berset, the Board does not consider him to be independent given his affiliation with a third-party insurance agency that has provided services to, and received payments from, the Company. With respect to Mr. Widdicombe, the Board considered the consulting services provided by Mr. Widdicombe to the Company, as described in the section “Director Compensation” in determining his independence.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics (the “~~Code~~“Code of ~~Ethics~~”Ethics”) that applies to all of our employees, including our Chief Executive Officer (“CEO”), our Chief Financial Officer (“CFO”) and our Chief Accounting Officer. The Code of Ethics is available at www.heritagepci.com on the “Investors” page listed as “Governance Documents” under the heading “Corporate Governance.”

Only the Board or an appointed committee may grant a waiver of the Code of Ethics for our executive officers or directors, and any such waiver will be disclosed to the extent required by law or the listing requirements of the NYSE. We intend to provide disclosure of any amendments or waivers of our Code of Ethics on our website within four business days following the date of the amendment or waiver.

Governance Documents

Current copies of the Company’s Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee charters are available at www.heritagepci.com on the “Investors” page listed as “Governance Documents” under the heading “Corporate Governance.” In addition, the Board has adopted corporate governance guidelines, which are available ~~at www.heritagepci.com~~ on ~~the “Investors” page listed as “Governance Documents” under the heading “Corporate Governance.”~~that same page. Information on, or accessible through, our website is not a part of, or incorporated by reference into, this proxy statement.

Communications with Directors

The Board has established a process to receive communications from ~~stockholders.~~stockholders and other interested parties. Stockholders and other interested parties may contact any member (or all members) of the Board, or the non-management directors as a group, any Board committee or any chair of any such committee by mail. To communicate with the Board, any individual directors or any group or committee of directors, correspondence should be addressed to the Board or any such individual directors or group or committee of directors by either name or title. All such correspondence should be sent c/o Kirk Lusk, Chief Financial Officer, Heritage Insurance Holdings, ~~2600 McCormick Drive, Suite 300, Clearwater, Florida 33759.~~1401 N. Westshore Blvd., Tampa, FL 33607.

All communications received as set forth in the preceding paragraph will be opened by the Corporate Secretary for the sole purpose of determining whether the contents represent a message to our directors. The Corporate Secretary will forward copies of all correspondence that, in the opinion of the Corporate Secretary, deals with the functions of the Board or its committees or that he otherwise determines requires the attention of any member, group or committee of the Board.

Attendance at Annual Meeting

Directors are encouraged, but not required, to attend our annual stockholders’ meeting. In ~~2020, six~~2023, five directors attended the annual stockholders’ meeting.

EXECUTIVE OFFICERS

The names of the executive officers of the Company and their ages as of April 15, 2024, titles and biographies are set forth below.

Ernie Garateix, ~~49,~~52, is being nominated for the position of director of the Company. See “Director Nominees” for a discussion of Mr. Garateix’s business experience.

Kirk Lusk, ~~60,~~63, has served as our Chief Financial Officer since April 2018 and served as our Co-Chief Financial Officer ~~since~~from January ~~2018.~~2018 to that date. Prior to joining us, from January 2013 to February 2018, Mr. Lusk served as Chief Financial Officer of Narragansett Bay Insurance Company (“NBIC”), which was acquired by us in November 2017 in connection with the acquisition of NBIC Holdings, Inc., the parent company of NBIC. Prior to that, Mr. Lusk served as International Chief Financial Officer of Aetna, Inc. from 2008 through 2012, Chief Financial Officer of Alea Group Holdings Bermuda Ltd. from 2005 through 2008 and Chief Financial Officer of GE ERC’s Global Casualty and GE Capital Auto Warranty Services from 1998 through 2004.

Sharon Binnun, ~~59,~~62, has served as our Chief Accounting Officer since May 2016. Prior to that, she served as our Executive Vice President of Finance beginning in November 2014. Prior to joining us, Ms. Binnun served as the Executive Vice President of Cypress Property Insurance Company from July 2013 to August 2014. Prior to that, Ms. Binnun served as the Chief Financial Officer of Citizens Property Insurance Corporation from February 2007 to July 2013. Ms. Binnun’s prior employment includes Deputy Insurance Commissioner in Florida as well as a career at Deloitte & Touche. Ms. Binnun is a certified public accountant in the State of Florida.

Tim Moura, ~~48,~~51, has served as the President of our subsidiary company, NBIC, since January 2018. Prior to joining us, from February 2014 to January 2018, Mr. Moura served as Senior Vice President of NBIC, which we acquired in November ~~2017, from February 2014 until January 2018.~~2017. Prior to that, Mr. Moura served as Vice President of Tower Group Companies from 2010 through 2013, Regional Vice President for OneBeacon Insurance Group from 2004 to 2006 and in various management roles at MetLife Auto & Home from 1995 to 2004. Mr. Moura has over 25 years of industry experience, serving in leadership positions with both national and regional insurance carriers.

Tim Johns, ~~65,~~68, has served as the President of our subsidiary company, Zephyr Insurance Company, since April 2018. Prior to joining us, from June 2011 to July 2017, Mr. Johns served as a health insurance executive, including as Executive Vice President and Chief Consumer Officer, of Hawaii Medical Service Association (Blue Cross Blue Shield of Hawaii). Mr. Johns has also served as a director of Hawaiian Electric Co., Inc. since February 2005 and as trustee and/or director of private real estate-related organizations and non-profit and charitable foundations.

STOCK OWNERSHIP

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the beneficial ownership of our common stock as of April ~~5, 2021~~15, 2024 (except as indicated below) by:

all persons known by us to own beneficially more than 5% of our outstanding common stock;

each of our directors and director nominees;

each of our named executive officers listed in the “Executive Compensation” section of this proxy statement; and

all of our directors and executive officers as a group.

Unless otherwise indicated, the address of each beneficial owner listed below is c/o Heritage Insurance Holdings, Inc., ~~2600 McCormick Drive, Suite 300, Clearwater,~~21401 N Westshore Blvd, Tampa, Florida ~~33759.~~33607.

Name and Address
   Number of Shares
Beneficially
Owned(1)    Approximate
Percent of
Class(1)
CERTAIN BENEFICIAL OWNERS (not including directors and executive officers):

BlackRock, Inc.(2)
   2,383,699    8.5%
55 East 52nd Street
New York, NY 10055

Dimensional Fund Advisors LP (3)
   1,585,854    5.7%
DIRECTORS, DIRECTOR NOMINEES AND NAMED EXECUTIVE OFFICERS:

Ernie Garateix(4)
   225,071    *
Richard Widdicombe
   641,778    2.3%
Kirk Lusk
   113,331    *
Tim Moura
   59,133    *
Pete Apostolou
   160,000    *
Mark Berset(5)
   729,209    2.6%
Irini Barlas(6)
   55,648    *
Steven Martindale
   6,450    *
Nicholas Pappas(7)
   63,745    *
Joseph Vattamattam(8)
   28,791    *
Vijay Walvekar(9)
   285,964    1.0%
Sharon Binnun
   —      —
Tim Johns
   —      —   ��
Bruce Lucas(10)
   644,459    2.3%
All directors and executive officers as a group (13 persons)
   2,369,120    8.5%


Name and Address	Number of Shares Beneficially Owned(1)		Approximate Percent of Class(1)
MORE THAN 5% BENEFICIAL OWNERS:
Raymond T. Hyer(2)		3,711,263		12.1%
Driehaus Capital Management LLC(3)		1,902,235		6.2%
DIRECTORS, DIRECTOR NOMINEES AND NAMED EXECUTIVE OFFICERS:
Ernie Garateix(4)		1,057,584		3.5%
Richard Widdicombe(5)		691,583		2.3%
Pete Apostolou(6)		184,805		*
Mark Berset(7)		754,014		2.5%
Irini Barlas(8)		80,453		*
Nicholas Pappas(9)		81,400		*
Joseph Vattamattam(10)		53,596		*
Vijay Walvekar(11)		310,769		1.0%
Paul L. Whiting(12)		70,533		*
Kirk Lusk(13)		545,436		1.8%
Tim Moura(14)		251,142		*
All directors and executive officers as a group (13 persons)(15)		4,284,091		14.0%

*	= less than 1%

(1)

“Beneficial ownership” means any person who, directly or indirectly, has or shares voting or investment power with respect to a security or has the right to acquire such power within 60 ~~days. Shares of common stock subject to options that are currently exercisable or exercisable within 60~~ days of April ~~5, 2021 are deemed outstanding for computing the ownership percentage of the person holding such options, but are not deemed outstanding for computing the ownership percentage of any other person.~~15, 2024. The number of shares beneficially owned is determined as of April ~~5, 2021,~~15, 2024, and the percentages are based upon ~~27,965,190~~30,636,496 shares of our common stock outstanding as of ~~April 5, 2021.~~that date. Unless otherwise indicated, each stockholder listed ~~below~~in the table above has sole voting and investment power with respect to the shares of common stock beneficially owned by such stockholder.

(2)

Based solely on a Schedule ~~13G/~~13D/A jointly filed on February 21, 2024 by ~~BlackRock, Inc. on January 29, 2021,~~Raymond T. Hyer and the other reporting persons named therein, of the ~~2,383,699~~aggregate 3,711,263 shares of ~~our~~ common stock beneficially owned, ~~BlackRock, Inc.~~Mr. Hyer has ~~(a)~~ sole voting and dispositive power ~~with respect to 2,288,790~~over 2,959,263 shares and ~~(b)~~shared voting and dispositive power over 580,000 shares, and the other reporting persons have sole ~~investment~~and/or shared voting and dispositive power ~~with respect to all 2,383,699~~over the remaining shares. The principal business address for Raymond T. Hyer and each of ~~BlackRock, Inc.~~the other reporting persons is ~~55 East 52nd Street New York, NY 10055.~~3919 E. 7th Ave, Tampa, Florida 33605.

(3)	Based solely on a Schedule 13G filed ~~by Dimensional Fund Advisors LP~~ on February ~~12, 2021, of the 1,585,854~~14, 2024 by Driehaus Capital Management LLC (“DCM”), DCM may have shared voting and dispositive power over all 1,902,235 shares of ~~our~~ common stock

beneficially owned, ~~Dimensional Fund Advisors LP has (a) sole voting power with respect to 1,500,862~~which shares ~~and (b) sole investment power with respect to all 1,585,854 shares.~~are held by DCM for numerous clients on a fully discretionary basis. The principal business address ~~of Dimensional Fund Advisors LP~~for DCM is ~~6300 Bee Cave Road, Building One, Austin, TX 78746.~~

25 East Erie Street, Chicago, Illinois 60611.

(4)

Includes ~~95,878~~(i) an aggregate of 404,412 shares of ~~performance based~~performance-based restricted stock awarded to Mr. Garateix which represents the maximum number of shares that may be earned at the end of the applicable performance ~~period. The~~period, which number of shares ~~that will be earned at the end of the performance period~~ is subject to decrease based on the results of the performance ~~condition.~~condition, (ii) an aggregate of 145,299 shares of performance-based restricted stock awarded to Mr. Garateix which represents the target number of shares that may be earned at the end of the applicable performance period, which number of shares is subject to increase or decrease based on the results of the performance condition and (iii) an aggregate of 225,616 shares of unvested time-based restricted stock that vests in annual installments.

(5)	Includes 9,662 shares of restricted stock that vests on June 4, 2024.

(6)	Includes 9,662 shares of restricted stock that vests on June 4, 2024.

(7)

Includes (i) 47,000 shares held by Mr. Berset’s wife’s IRA, (ii) 36,700 shares held by the Mark Berset 2012 Irrevocable Trust, (iii) 316,400 shares held by the Linda Berset Irrevocable Trust, (iv) 84,909 shares held by the Linda C Berset Family Trust, and (v) ~~63,000~~9,662 shares ~~held jointly with Mr. Berset’s wife. This number also includes 42,000 shares which are pledged or held in a margin account.~~of restricted stock that vests on June 4, 2024.

~~(6)~~(8)

Includes (i) ~~36,050~~60,855 shares held by the Lee M. Barlas and Irini Barlas Living Trust, of which 9,662 represents shares of restricted stock that vests on June 4, 2024 and (ii) 6,852 shares held by Ms. Barlas’ spouse.

~~(7)~~(9)

~~These~~Includes (i) 71,738 shares ~~are~~ held ~~jointly by~~in a joint account in the names of Mr. Pappas and his ~~father.~~

~~(8)~~

~~Includes 13,291~~father and (ii) 9,662 shares ~~held in an IRA account and 15,500 shares held jointly by Mr. Vattamattam and his wife.~~

~~(9)~~

~~Includes 237,182 shares held by Mr. Walvekar’s wife.~~of restricted stock that vests on June 4, 2024.

(10)	Includes ~~67,600~~9,662 shares of restricted stock that vests on June 4, 2024.

(11)	Includes (i) 237,782 shares held by ~~IIM Holdings,~~Mr. Walvekar’s wife and (ii) 9,662 shares of restricted stock that vests on June 4, 2024.

(12)

Represents (i) 40,871 shares held by Whiting Family, LLC, ~~and IIM Holdings II, LLC, entities~~which is controlled by Mr. ~~Lucas.~~Whiting and his spouse, (ii) 20,000 shares held by Paul & Gail Whiting Investments Limited, which is controlled by Mr. Whiting and (iii) 9,662 shares of restricted stock that vests on June 4, 2024.

(13)

Includes (i) an aggregate of 196,078 shares of performance-based restricted stock awarded to Mr. Lusk which represents the maximum number of shares that may be earned at the end of the applicable performance period, which number of shares is subject to decrease based on the results of the performance condition, (ii) an aggregate of 56,980 shares of performance-based restricted stock awarded to Mr. Lusk which represents the target number of shares that may be earned at the end of the applicable performance period, which number of shares is subject to increase or decrease based on the results of the performance condition and (iii) an aggregate of 94,603 shares of unvested time-based restricted stock that vests in annual installments.

(14)

Includes (i) an aggregate of 98,039 shares of performance-based restricted stock awarded to Mr. Moura which represents the maximum number of shares that may be earned at the end of the applicable performance period, which number of shares is subject to decrease based on the results of the performance condition, (ii) an aggregate of 18,519 shares of performance-based restricted stock awarded to Mr. Moura which represents the target number of shares that may be earned at the end of the applicable performance period, which number of shares is subject to increase or decrease based on the results of the performance condition and (iii) an aggregate of 38,399 shares of unvested time-based restricted stock that vests in annual installments.

(15)

Includes (i) an aggregate of 818,627 shares of performance-based restricted stock which represents the maximum number of shares that may be earned at the end of the applicable performance period, which number of shares is subject to decrease based on the results of the performance condition, (ii) an aggregate of 253,918 shares of performance-based restricted stock which represents the target number of shares that may be earned at the end of the applicable performance period, which number of shares is subject to increase or decrease based on the results of the performance condition, (iii) an aggregate of 391,581 shares of unvested time-based restricted stock that vests in annual installments and (iv) an aggregate of 77,296 shares of restricted stock held by directors that vest on June 4, 2024.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers and holders of more than 10% of our common stock to file with the SEC reports regarding their ownership and changes in ownership of our common stock. They are also required to provide us with copies of any forms they file.

Based solely on our review of the reports furnished to us, we believe that during the last fiscal year, all reports filed by our directors and executive officers under Section 16(a) were made timely, except that ~~the~~Forms 4s to report a transaction in 2023 for each of Ms. Binnun and Messrs. Garateix, Lusk and Moura were not timely filed due to an administrative oversight and Form ~~3 filing~~4s to report two transactions in 2023, and three transactions in 2024, for ~~Tim Johns, President, Zephyr Insurance Company, was~~Mr. Pappas were not timely filed.

EXECUTIVE COMPENSATION ~~DISCUSSION AND ANALYSIS~~

~~New Developments~~As a “smaller reporting company” we have opted to comply with the executive compensation disclosure rules applicable to smaller reporting companies as such term is defined in the rules promulgated under the Securities Act, which requires compensation disclosure for its principal executive officer and its two other most highly compensated executive officers.

~~2020 Say on Pay Vote and Shareholder Engagement~~

AtThis section discusses the ~~2020 annual meeting, we held our inaugural Say on Pay vote, and approximately 74%~~material components of the ~~votes cast on~~executive compensation program offered to the ~~proposal were cast against our named~~ executive officers’ compensation. In response to these results, we launched an extensive shareholder outreach effort, in which we actively reached out to 29 institutional investors, representing approximately 52%officers of the ~~outstanding shares of~~Company who are our ~~common stock. Thirteen~~“named executive officers” for 2023. Such executive officers consist of the investors we contacted, representing approximately 26% of the outstanding shares of our common stock, engaged with us. As a result of these engagement efforts, in connection with the appointment of our new CEO, we made substantial changesfollowing persons, referred to ~~our CEO compensation program,~~herein as ~~summarized below and in the section “Compensation Discussion and Analysis.”~~

~~What We Heard~~

~~The shareholders we engaged with primarily expressed dissatisfaction with our prior CEO’s compensation and pointed out the following concerns:~~

~~Inordinately high CEO base salary;~~

~~Guaranteed minimum CEO cash bonus without a cap;~~

~~Non-rigorous~~ ~~CEO performance cash incentive; and~~

~~Lack of performance-based CEO equity compensation and excessive time-based CEO equity compensation.~~

~~How We Responded~~

In response to shareholder concerns, we engaged two compensation consulting firms, significantly reduced CEO compensation and meaningfully shifted cash incentive and stock compensation from guaranteed and uncapped to performance-based, with threshold, target and maximum (capped) levels.

~~The changes to CEO compensation, which are effective beginning with fiscal 2021, include:~~

~~A 70% reduction to overall target compensation (see “Prior vs. New CEO Compensation Program” table below);~~

~~A base salary reduction from $2.5 million to $1.0 million;~~

~~Elimination of any guaranteed cash bonus;~~

~~Implementation of a more rigorous performance-based cash incentive with target, threshold and maximum (capped) levels; and~~

~~New CEO Compensation Program, Effective Beginning Fiscal 2021~~

~~Compensation Component~~

~~Value~~

~~Salary~~

~~$1,000,000~~

~~Annual cash incentive~~

~~Threshold~~

~~500,000~~

~~Target~~

~~1,000,000~~

~~Maximum~~

~~1,500,000~~

Time-based restricted stock*

~~$500,000~~

~~Performance-based restricted stock (three-year performance period)~~

~~Threshold~~

~~250,000~~

~~Target~~

~~500,000~~

~~Maximum~~

~~1,000,000~~

~~Total Compensation~~

~~Threshold~~

~~2,250,000~~

~~Target~~

~~3,000,000~~

~~Maximum~~

~~4,000,000~~

*	~~Our new CEO was awarded $500,000 of three-year, time-based restricted stock in fiscal 2021 and will be eligible to receive $500,000 time-based equity grants annually in future fiscal years.~~

~~New CEO Annual Cash Incentive Criteria, Effective Beginning Fiscal 2021~~

Weighting

Metric
     Threshold    Target    Maximum
60%
   Net operating ratio*      100 %    96 %    92 %
20%
   Ex-FL Organic GPW growth**      5 %    10 %    15 %
20%
   Qualitative      Qualitative

*	The numerator of the net operating ratio is calculated as the sum of net losses and loss adjustment expenses, policy acquisition costs and general and administrative expenses, less net investment income and policy fee income, while the denominator represents net premiums earned.

**	~~Organic gross premiums written (GPW) growth is calculated as year-over-year GPW growth excluding premiums associated with acquisitions of whole entities for twelve months from the acquisition date.~~

~~New CEO Performance-Based Restricted Stock Criteria, Effective Beginning Fiscal 2021~~

Metric
Threshold Target Maximum
3-year adjusted book value per share growth
5 % 15 % 25 %

~~Note: adjusted book value per share growth excludes cumulative dividends declared and accumulated other comprehensive income. Performance is measured over a three-year period.~~

~~Prior vs. New CEO Compensation Program~~

~~The table below compares the prior CEO compensation program, which expired in 2020, to the new program, which commenced at the beginning of 2021.~~

   CEO Compensation
Compensation Component
   Prior CEO New CEO Delta
Base Salary
   $ 2,431,000 $ 1,000,000 -59 %
Guaranteed annual salary increase
   Yes No
Guaranteed minimum annual cash incentive award
   $ 2,500,000 No -100 %
Annual cash incentive target
   $ 4,250,000 * $ 1,000,000 -76 %
Maximum cash incentive
   Uncapped $ 1,500,000
Time-based equity compensation**
   $ 3,210,000 $ 500,000 -84 %
Time-based equity compensation as % of total long-term equity compensation
   100 % 50 %
Performance-based equity compensation as % of total long-term equity compensation
   0 % 50 %
Non performance-based total compensation
   $ 8,141,000 $ 1,500,000 -82 %
Target total compensation
   $ 9,891,000 $ 3,000,000 -70 %
Maximum total compensation
   Uncapped $ 4,000,000

*	~~The prior CEO’s $4,250,000 target cash incentive target includes his $2,500,000 guaranteed minimum cash incentive.~~

~~In connection with his 2015 employment agreement, which contained a five-year term, our prior CEO received an upfront award of 750,000 shares of time-based restricted stock that vested in~~ ~~one-fifth~~ equal installments from 2016-2020, representing five years of equity compensation. In contrast, our new CEO is eligible to receive new grants of time and performance-based stock annually. Our new CEO’s stock compensation is based on a fixed dollar amount, while our prior CEO’s stock compensation was based on a fixed number of shares. To allow for a comparison between prior and new CEO annual stock compensation, the table reflects 150,000 shares for the prior CEO, which represents the number of shares that vested annually, multiplied by the grant date stock price.

~~Our new CEO was awarded $500,000 of three-year, time-based restricted stock in fiscal 2021 and will be eligible to receive $500,000 time-based equity grants annually in future fiscal years.~~

~~General Overview~~

~~This Compensation Discussion and Analysis outlines our compensation philosophy, describes the process for setting compensation of~~ our named executive officers, ~~and outlines~~or the ~~elements of our executive compensation program and decisions in 2020. For 2020, our named executive officers (“NEOs”) are:~~“NEOs”:

Ernie Garateix, Chief Executive Officer

Kirk Lusk, Chief Financial Officer

Tim Moura, President, Narragansett Bay Insurance Company, our subsidiary

2023 Performance Highlights

~~Sharon Binnun, Chief Accounting Officer~~

~~Tim Johns, President, Zephyr Insurance Company,~~During 2023, we continued our ~~subsidiary~~

~~Bruce Lucas, Former Chairman~~focus on our strategic profitability initiatives which include generating underwriting profit through rate adequacy and ~~Chief Executive Officer~~

~~Richard Widdicombe, Former President~~

~~Mr. Garateix was appointed Chief Executive Officer effective December 1, 2020 following Mr. Lucas’ departure from~~selective underwriting, allocating capital to maximize stockholder return, maintaining a balanced and diversified portfolio and providing coverages and return targets suitable to the ~~Company. We retained Mr. Lucas to serve as~~market, and our results for 2023 demonstrate significant progress on these initiatives which we believe will have a ~~consultant through 2021. In April 2021, we~~

provided Mr. Lucas with written notice that we would not renew his consulting agreement after 2021. Effective December 30, 2020, Mr. Widdicombe left his position as President and was appointed Chairman of the Board.

~~Compensation Philosophy~~

~~Our compensation philosophy is based~~positive long-term impact on ~~pay-for-performance~~ ~~principles. Our executive compensation program is designed to accomplish each of the following goals:~~

~~reward superior~~our financial ~~and operational performance;~~results. Specifically:

~~motivate our executive officers to build and grow our business profitably;~~

~~align the interests of our executive officers with those of our stockholders; and~~

~~enable us to attract, retain and motivate qualified executive officers.~~

~~2020 Performance Highlights~~

~~Key achievements for 2020 include:~~

Despite experiencing unprecedented weather losses in 2020, which included hurricanes, severe convective and other named storms, we still generated positive net income of $9.3 million and maintained a strong capital position. We did not need to raise new capital, nor did we need to add additional third party reinsurance treaties for capital relief.

Net income ~~was $9.3~~for the year ended December 31, 2023 of $45.3 million or ~~$0.33~~$1.73 per diluted ~~share.~~share, compared to a net loss of $154.4 million or $5.86 diluted loss per share in the prior year, driven by the positive impact of rate increases, underwriting actions, and exposure management, coupled with fewer weather related events. The net loss for the year ended December 31, 2022 also included the impact of a $90.8 million non-cash goodwill impairment charge.

Return on equity of 25.8% compared to (65.1)% in the prior year.

Book value per share ~~increased to $15.94,~~of $7.29 at December 31, 2023, was up ~~1.8%~~42.1% from $5.13 at December 31, 2022.

~~year-end~~Premiums-in-force ~~2019.~~were $1.4 billion as of December 31, 2023, representing a 5.6% increase from December 31, 2022, reflecting continued proactive underwriting and rate actions as well as growth in commercial lines business, despite an intentional reduction of approximately 79,000 personal lines policies. Significant rating actions throughout the book of business resulted an increase in the average premium per policy of 24.2% over the prior year.

Gross premiums written of $1.34 billion, up 5.3% from $1.28 billion in the prior year, driven primarily by rate actions taken to address loss cost inflation and ~~gross~~higher reinsurance cost, with a policy count reduction of 7.2% driven substantially by a reduction in the number of Florida personal lines policies.

Gross premiums earned of $1.32 billion, up 9.5% from $1.21 billion in ~~force of $1.1 billion, with~~the prior year, reflecting higher gross premiums written ~~up 15.2% year-over-year, including 15.8% growth outside Florida and 14.6% growth in Florida.~~

~~Policies-in-force~~ ~~of 581,046, up 9.2% year-over-year.~~

~~Realized capital gains of $22.4 million, up from $4.1 million in~~over the ~~prior year.~~

~~Favorable prior year reserve development of $19.6 million.~~last twelve months driven by a higher average premium per policy.

Net ~~current accident year weather losses~~premiums earned of ~~$134.2~~$697.2 million, up ~~substantially~~9.4% from ~~$75.9 million in the prior year. Current accident year weather losses include $83.5 million of catastrophe losses, up from $40.2~~$637.1 million in the prior year, ~~and $50.7 million of other weather losses, up from $35.7 million~~reflecting the higher gross earned premium outpacing the increase in ceded premiums for the ~~prior~~ year.

~~Repurchased 930,356 shares~~Expanded in-force premium for ~~$10.0 million at an average price of $10.75 per share, 32.6% below~~ ~~year-end~~ ~~2020 book value per share.~~Excess & Surplus lines (“E&S”) policies in California, Florida and added South Carolina during 2023. E&S business is unique as the forms and rates are generally not subject to regulation and Heritage therefore has the ability to more timely implement market adjustments.

~~Extended~~Net loss ratio of 61.1%, an improvement of 17.6 points over the ~~Company’s existing share repurchase authorization~~prior year of 78.7%, driven by ~~one~~lower weather and attritional losses incurred and benefiting from higher net premiums earned as described above.

Continued execution of our diversification strategy, which includes a reduction of Florida policies-in-force and TIV by 16.0% and 0.2%, respectively, as compared to the prior year, towhile in-force premium increased 15.9% as a ~~December 31, 2021 expiration~~result of rate actions taken and ~~increased~~strategic growth of the ~~authorization from $23.8 million to $50.0 million~~commercial residential business. This resulted in a more stable book of business in Florida which will benefit long-term underwriting results.

~~Total capital returned~~Successful placement of 2023-2024 catastrophe excess-of-loss reinsurance program with highly rated or collateralized reinsurers and $235 million of fully collateralized limit placed in the Insurance Linked Securities (“ILS”) Market. The placement of the bonds in the ILS Market further expands the availability and diversification of our reinsurance capacity while providing multi-year fully collateralized reinsurance protection. Strategically used subsidiary captive reinsurer to ~~shareholders of $16.8 million, including $0.06 per share regular quarterly dividend.~~

~~Began writing homeowners~~reduce retained losses at each insurance ~~in California, Delaware, Maryland, and Mississippi, resulting in sixteen active states.~~company subsidiary while retaining premium within holding company system.

Say on Pay Vote and Shareholder Engagement

In 2023, we continued our proactive shareholder outreach efforts and actively engaged with our institutional investors on a variety of corporate governance matters, including the alignment of our executive compensation program with the interests of our shareholders. We held targeted investor meetings on a variety of these matters, continued our assertive outreach campaign and executed on our strategy to attract new categories of investors to broaden our shareholder base.

Our investor relations efforts have been geared toward invigorating investor interest through strategic engagement, transparent financial communication, and a commitment to keeping investor relations materials current and compelling. We welcome the opportunity to engage with our shareholders on matters important to them and take that feedback into account in our decision making process.

Independent Compensation ~~Setting Process~~Consultant

The Compensation Committee ~~is responsible for reviewing~~has the authority, pursuant to its charter, to retain outside advisors in its sole discretion. For 2023, the Compensation Committee selected and ~~approving~~retained Pay Governance, a nationally recognized independent consulting firm, to review and provide independent analysis and recommendations to the Compensation Committee regarding the compensation to our NEOs, including the design of our ~~CEO~~executive incentive compensation program, the renewal of employment agreements with each NEO and other compensation matters based on their experience and relevant competitive market data. With respect to the renewal of our ~~other executive officers,~~NEOs’ employment agreements, Pay Governance provided the Compensation Committee with their feedback and ~~for setting our executive compensation~~recommendations regarding the mix and ~~benefits policies~~balance of each pay element and ~~programs generally. Historically, in formulating~~compared them to market data. As part of this exercise, the Compensation Committee and Pay Governance carefully evaluated each of the elements of our executive compensation program, ~~our~~including base salaries, annual cash incentive awards and long-term equity awards. See “ —Employment Agreements” for additional information regarding the renewed employment agreements with each NEO ultimately approved by the Compensation Committee. Pay Governance did not perform any services for us other than their services to the Compensation Committee. The Compensation Committee reviewed the independence of Pay Governance and has ~~not used a compensation consultant, nor has it benchmarked to a particular industry or group of companies, but~~

has instead drawn information from general experience of the insurance industry and comparable companies. As described in more detail above under the heading “—New Developments” and below, following our 2020 annual meeting, we conducted extensive shareholder engagement on executive compensation matters, engaged two compensation consulting firms, benchmarked CEO compensation against market peers and developed a new CEO compensation program responsive to the concerns of our shareholders. We considered a variety of factors in formulating a compensation packageconcluded that its work for ~~our CEO, including an analysis of peer companies’ CEO compensation, as discussed below under the heading “—Peer Companies.”~~

Each NEO has, or with respect to Mr. Lucas and Mr. Widdicombe who are no longer employees of the Company, had, an employment agreement which provides for a minimum annual base salary and, except for Mr. Johns, annual cash and/or equity incentive awards. Mr. Garateix entered into a new employment agreement with the Company subsequent to his appointment as CEO, replacing the employment agreement he had as COO. As such, significant portions of our NEOs’ compensation are determined based on the provisions of their existing employment agreements.

~~With respect to annual cash incentives, each year, including in 2020,~~ the Compensation Committee ~~reviews~~during 2023 did not raise any conflict of interest that would prevent Pay Governance from independently advising the Compensation Committee.

Summary Compensation Table

The following Summary Compensation Table discloses the compensation information of our ~~EBITDA performance~~NEOs for our 2023 fiscal year. Certain information regarding 2023 compensation is provided in the narrative sections following the Summary Compensation Table.


Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)			All Other Compensation ($)(3)		Total ($)
Ernie Garateix		2023		1,000,000		—		2,475,000		1,480,000	(2)		40,816		4,995,816
CEO		2022		1,023,400		—		1,000,000		306,000			36,085		2,365,485
Kirk Lusk		2023		950,000		—		1,100,000		447,000	(2)		41,359		2,538,359
CFO		2022		950,000		—		375,000		101,200			37,100		1,463,300
Tim Moura		2023		950,000		—		550,000		153,750	(2)		20,545		1,674,295
President, NBIC		2022		950,000		—		175,000		33,340			16,204		1,174,544

(1)

The amounts in this column do not reflect compensation actually received by the named executive officer nor do they reflect the actual value that will be recognized by the named executive officer. Instead, the amounts reflect the aggregate grant date fair value of restricted stock awards computed in accordance with FASB ASC Topic 718. For Messrs. Garateix, Lusk and Moura, $1,650,000, $800,000 and $400,000, respectively, of this amount represents the aggregate grant date fair value of performance-based restricted stock granted in 2023. The maximum number of shares of performance-based restricted stock that may be earned pursuant to such awards was issued to each NEO assuming the highest level of performance that may be achieved (200% of target for Messrs. Garateix and Moura and 150% of target for Mr. Lusk) and therefore the aggregate grant date fair value of the performance-based restricted stock assumed the highest level of performance would be achieved and as such the highest number of shares that may be earned. The number of shares of performance-based restricted stock that will be earned at the end of the performance period is subject to decrease based on the results of the performance condition. The value of the performance-based restricted stock at the grant date for 2023 assuming the target level of performance achieved would have been $825,000, $400,000 and $200,000 for Messrs. Garateix, Lusk and Moura, respectively. For 2022, $500,000, $225,000 and $100,000, respectively, of this amount represents the aggregate grant date fair value of performance-based restricted stock granted in 2022, and the grant date fair value of such awards was computed based on achievement of the target level of performance (as compared to 2023 which utilized the highest level of performance) with respect to the applicable performance target. See the section “Executive Compensation Program and Decisions” below for additional information regarding these restricted stock awards, including with respect to the reasons for the increase in the grant date fair value of such awards during 2023. For additional information on the valuation assumptions regarding these restricted stock awards, refer to Note 23 to our financial statements for the year ended December 31, 2023, which are included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC.

(2)	These amounts reflect compensation earned for 2023 performance under the applicable annual cash incentive compensation program.

(3)

Mr. Garateix received an automobile allowance during 2023 and the amount disclosed for Mr. Garateix includes such allowance. The amounts disclosed for each named executive officer also include Company contributions with respect to the Company 401(k) plan and an additional life insurance policy. The amounts do not include the excess portion of the employer share of premiums offered to our named executive officers with respect to the following benefits which are generally available to all of the Company’s employees: health insurance, dental insurance, vision insurance, life insurance, short-term disability insurance and long-term disability insurance.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information concerning unvested time-based and performance-based restricted stock for each named executive officer outstanding as of the end of the fiscal year and the individual contributions of the applicable NEO, and determines the size of the EBITDA cash incentive award pool and the allocation of the pool to the applicable NEOs, as more fully described below. Mr. Johns’ annual cash incentiveended December 31, 2023. Each restricted stock grant is ~~based on the performance results~~shown separately for ~~Zephyr. Our CEO provides the Compensation Committee with recommendations regarding the allocation of the pool to our other~~each named executive officers, subject to the requirements of any individual employment agreement. Beginning in 2021, our CEO and CFO will not participate in the EBITDA cash incentive award pool, but instead will be eligible for annual performance-based cash incentives with target, threshold and maximum (capped) levels tied to company performance and qualitative individual performance.officer.

~~Peer Companies~~


	Stock Awards
	Grant Date		Number of Shares or Units of Stock that Have Not Vested (#)			Market Value of Shares or Units of Stock that Have Not Vested ($)(3)		Equity Incentive Plan Awards: # of Unearned Shares, Units or Other Rights that Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(3)
Ernie Garateix		7/11/2023		134,804	(1)	$	878,922		101,103	(4)	$	659,192
Ernie Garateix		3/16/2022		24,802	(2)	$	161,709		—			—
Kirk Lusk		7/11/2023		49,019	(1)	$	319,604		49,020	(4)	$	319,608
		3/16/2022		7,441	(2)	$	48,515		—			—
Tim Moura		7/11/2023		24,510	(1)	$	159,805		24,510	(4)	$	159,805
		3/16/2022		3,720	(2)	$	24,254		—			—

~~For compensation related to fiscal year 2020, the Compensation Committee did not formally determine or utilize a peer group.~~

(1)	The restricted stock awards vest in three equal installments on December 15, 2023, 2024 and 2025, subject to the executive’s continued employment with the Company through such date.

(2)	The restricted stock awards vest in three equal installments on December 21, 2022, 2023 and 2024, subject to the executive’s continued employment with the Company through such date.

(3)	The market value of the time-based and performance-based restricted stock is calculated by multiplying the closing price of the underlying shares of common stock on December 29, 2023, or $6.52 per share, by the number of shares of restricted stock.

(4)	The performance-based restricted stock will vest, to the extent earned, following the three-year performance period ending December 31, 2025 but no later than March 30, 2026. The number of shares and market value is reflected at threshold performance level.

Although the Compensation Committee believes a comparison of compensation and performance data can be useful, the Compensation Committee does not believe that any comparison group company, whose composition is based solely on our industry classification, revenues, net income and/or market capitalization, is fully reflective of the markets in which we compete for talent. Consequently, the Compensation Committee does not set the executives’ target total direct compensation, or any of the target components of such compensation, at any specific percentile of the comparison group.

The Compensation Committee believes that overreliance on market capitalization and revenues can be misleading, as the former is highly influenced by the Company’s and its peers’ trading multiples and consequently does not necessarily reflect the underlying size, breadth and complexity of our organization, while the latter is disproportionately impacted by our large reinsurance spend, which is accounted for as a reduction to gross revenues. As a result, the Compensation Committee generally believes annual gross premiums written represent a more useful metric when selecting other insurance companies for benchmarking purposes.

~~Following our shareholder engagement process, we began benchmarking CEO and executive compensation against the companies listed~~All awards reported in the table ~~below. While this benchmarking exercise did not impact fiscal 2020 compensation given~~above were granted under the ~~aforementioned existing employment agreements, it did influence Mr. Garateix’s and Mr. Lusk’s new employment agreements, which are effective beginning in 2021.~~prior Omnibus Incentive Plan or the 2023 Omnibus Incentive Plan (the “Omnibus Incentive Plans”).


~~Peer Company~~		~~Ticker~~
~~Ambac Financial Group, Inc.~~		~~AMBC~~
~~AMERISAFE, Inc.~~		~~AMSF~~
~~Argo Group International Holdings, Ltd.~~		~~ARGO~~


~~Peer Company~~		~~Ticker~~
~~Donegal Group Inc.~~		~~DGICA~~
~~Employer Holdings, Inc.~~		~~EIG~~
~~Global Indemnity Group LLC~~		~~GBLI~~
~~HCI Group, Inc.~~		~~HCI~~
~~Kinsale Capital Group, Inc.~~		~~KNSL~~
~~MBIA Inc.~~		~~MBI~~
~~NI Holdings, Inc.~~		~~NODK~~
~~ProAssurance Corporation~~		~~PRA~~
~~RLI Corp.~~		~~RLI~~
~~Safety Insurance Group, Inc.~~		~~SAFT~~
~~Selective Insurance Group, Inc.~~		~~SIGI~~
~~State Auto Financial Corporation~~		~~STFC~~
~~Tiptree Inc.~~		~~TIPT~~
~~United Fire Group, Inc.~~		~~UFCS~~
~~United Insurance Holdings Corp.~~		~~UIHC~~
~~Universal Insurance Holdings, Inc.~~		~~UVE~~
~~White Mountains Insurance Group Ltd~~		~~WTM~~

~~Elements of~~ Executive Compensation Program and Decisions

~~For 2020,~~The following discusses our executive compensation program, ~~consisted~~which is based substantially on the terms of ~~three primary elements:~~each named executive officer’s employment agreement, and the executive compensation decisions made for 2023.

As a result of the Compensation Committee’s evaluation of the design of our executive compensation program and its assessment of the mix and balance of each pay element with the feedback and recommendations of its compensation consultant, beginning in 2024, the Compensation Committee determined that the compensation mix for the named executive officers should be more balanced with a lower base salary and a higher potential payout under the annual cash incentive and long-term equity award opportunity, reflecting a shift to an overall mix of more performance-based, at-risk compensation. The discussion below highlights both the executive compensation decisions for 2023 and the changes beginning in 2024.

Base Salary –

We provide base salaries, which are intended to be generally competitive with salaries of similarly-situated executives at comparable companies and are based on the executive officer’s role and responsibilities, individual job performance and experience. The base salaries for our named executive officers were initially set pursuant to their respective employment agreements.

The following table shows the 2023 base salary for each of our named executive officers:


Named Executive Officer	2023 Base Salary
Ernie Garateix	$	1,000,000
Kirk Lusk	$	950,000
Tim Moura	$	950,000

Pursuant to the terms of the renewed employment agreements further discussed below, the following table shows the 2024 base salary for each named executive officer:


Named Executive Officer	2024 Base Salary
Ernie Garateix	$	850,000
Kirk Lusk	$	800,000
Tim Moura	$	650,000

Annual Cash Incentive Award –

Annual cash incentive awards are performance-based and designed to motivate and reward eligible employees who contribute positively towards our growth and business strategy. Pursuant to their employment agreements, for ~~2020~~2023, each of our NEOs iswas entitled to an annual cash incentive, as described below. Annual cash incentive awards are ~~only~~ paid if we achieve positive EBITDA for the fiscal year. For some named executive officers, (i) a cash incentive is paid upon achievement of a minimum level of EBITDA and (ii) an additional amount is paid from an annual incentive pool that is funded based on the performance criteria measured over a single calendar year.

For Mr. Garateix, the performance criteria, targets and actual performance for 2023, and the payouts as a percentage of ~~the Company’s EBITDA~~target for ~~the relevant period~~such performance, were as ~~determined by the Compensation Committee. As a result, any growth in the size of the incentive pool is a function of the Company’s EBITDA performance.~~follows:

~~In addition,~~


Weighting	Metric	Threshold			Target			Maximum			Actual			Payout
60%	Net operating ratio*		100	%		96	%		92	%		90.7	%		150	%
20%	ROAE**		4	%		8	%		12	%		25.8	%		150	%
20%	Qualitative														140	%

For Mr. Lusk, ~~is entitled to an additional~~the performance criteria, targets and actual performance for 2023, and the payouts as a percentage of target for such performance, were as follows:


Weighting	Metric	Threshold			Target			Maximum			Actual			Payout
60%	Net operating ratio*		100	%		96	%		92	%		90.7	%		150	%
20%	ROAE**		4	%		8	%		12	%		25.8	%		150	%
20%	Qualitative														145	%

For Mr. Moura, the performance criteria, targets and actual performance for 2023, and the payouts as a percentage of target for such performance, were as follows:


Weighting	Metric	Threshold			Target			Maximum			Actual			Payout
40%	Net operating ratio*		100	%		96	%		92	%		90.7	%		150	%
30%	NBIC net operating ratio		98	%		94	%		90	%		134.8	%		—
20%	ROAE**		4%			8%			12%			25.8%			150	%
10%	Qualitative														125	%

*	The numerator of the net operating ratio is calculated as the sum of net losses and loss adjustment expenses, policy acquisition costs and general and administrative expenses, less net investment income and policy fee income, while the denominator represents net premiums earned.

**	Return on average equity (ROAE) is calculated as net income for the year divided by the average of the stockholders’ equity at the beginning of the year and stockholders’ equity at the end of the year excluding accumulated other comprehensive income.

The following table shows the 2023 annual cash incentive ~~based on our consolidated combined ratio each year~~awards, including the threshold, target and ~~Mr. Moura is entitled to an additional annual cash incentive based on~~maximum potential payouts under those awards, and the annual gross premiums written and combined ratio for NBIC Holdings, Inc. For purposes of calculating the annual cash incentive, the term combined ratio is generally defined as gross premiums adjusted for loss, loss adjustment, reinsurance costs and recoveries, acquisition and operational costs. In calculating the combined ratio, net investment income and other income is deducted from operating expenses.

~~Mr. Johns’ annual cash incentive is based on Zephyr’s financial performance including pre-tax net income, and Mr. Johns’ performance against individual performance goals.~~

~~Long-Term Equity Awards~~ – We did not make an annual grant of equity awards in 2020. We have made equity grants in the past to reward and motivate certain named executive officers. The Compensation Committee may determine to alter its grant practice in light of business needs and changes in applicable laws and regulations.

~~Each of these elements is described in more detail in the discussion below regarding 2020 compensation decisions and in the executive compensation tables and narrative disclosures that follow.~~

~~For a description of Mr. Garateix’s new employment agreement, please see the section “Executive Compensation—Employment and Separation Agreements.”~~

~~2020 Executive Compensation Decisions~~

For 2020, the Compensation Committee approved an EBITDA cash incentive pool of $1.8 million, of which $1,082,520 was allocated to the NEOs (other than Mr. Johns) as discussed below. The Compensation Committee deferred the allocation of $1.6 million of the 2019 cash incentive pool, which was paid to Bruce Lucas in July 2020. The Compensation Committee’s 2020 executive compensation decisionsactual payout amount, for each of our named executive ~~officers, which in some cases are based in large part on~~officers.


Named Executive Officer	2023 Annual Cash Incentive Awards
Named Executive Officer	Threshold		Target		Maximum		Payout		% of Target
Ernie Garateix	$	500,000	$	1,000,000	$	1,500,000	$	1,480,000		148.0	%
Kirk Lusk	$	150,000	$	300,000	$	450,000	$	447,000		149.0	%
Tim Moura	$	75,000	$	150,000	$	225,000	$	153,750		102.5	%

Pursuant to the terms of ~~each named executive officer’s~~the renewed employment ~~agreement, are~~agreements further discussed ~~below.~~

~~For purposes of calculating~~below, the ~~cash incentive pool, EBITDA is defined as reported earnings excluding interest, taxes, depreciation,~~following table shows the threshold, target and ~~amortization, as well as any incentive cash compensation accrual recorded on the Company’s books.~~

~~Bruce Lucas~~

~~Base Salary~~ ~~– The Lucas Amended Agreement (defined below), which was terminated in November 2020 when Mr. Lucas’ employment as Chief Executive Officer and Chairman of the Board ended, provided~~maximum potential payouts for an initial base annual salary of $2.0 million commencing in 2016. As provided for in the Lucas Amended Agreement, in 2020, the Compensation Committee approved a 5% increase in Mr. Lucas’ base salary reflecting cost of living and inflation-based adjustments.

~~Annual Cash Incentive Award~~ – Pursuant to the Lucas Amended Agreement, Mr. Lucas was entitled to an (i) incentive of $1.75 million, subject to our achievement of at least $50 million in EBITDA for 2020, and (ii) annual cash incentive from our EBITDA incentive pool with a target amount equal to the greater of (1) $2.5 million or (2) the remainder from the EBITDA incentive pool after paying all employee incentives as determined by the Compensation Committee. Given that Mr. Lucas left his position as Chief Executive Officer in November 2020, he did not receive a payout under the annual cash incentive ~~plan. Rather, he received as severance (a) $2,500,000 as his minimum~~awards beginning with 2024 for each named executive officer:


Named Executive Officer	2024 Annual Cash Incentive Awards
Named Executive Officer	Threshold		Target		Maximum
Ernie Garateix	$	595,000	$	1,020,000	$	1,615,000
Kirk Lusk	$	240,000	$	520,000	$	760,000
Tim Moura	$	97,500	$	123,500	$	260,000

Long-Term Equity Awards

Our long-term incentive plan consists of two components: (i) annual ~~bonus for 2020 and (b) a~~grants of time-based restricted stock that vests in ~~non-renewal~~one-third ~~payment of $2,431,000 per~~annual installments, beginning with the Lucas Employment Agreement (as defined below), as well as other payments and benefits which are further described below under the section “Executive Compensation—Employment and Separation Agreements”.

~~As reported in last year’s proxy statement, in early 2020, the Compensation Committee deferred the allocation of a portion~~end of the ~~2019 EBITDA cash incentive pool. In July 2020,~~grant year and (ii) annual grants of performance-based restricted stock that vest following the ~~Compensation Committee determined to allocate $1.6 million~~conclusion of the ~~remaining balance of the incentive pool to Mr. Lucas. This amount is reflected in Mr. Lucas’ 2019~~ ~~non-equity~~three-year performance period. Our long-term incentive plan ~~compensation in the Summary Compensation Table on page 27.~~is designed to motivate and reward long term growth and business strategy.

~~Ernie Garateix~~

~~Prior Garateix Employment Agreement~~

~~Base Salary~~ – Mr. Garateix’s prior employment agreement (the “Prior Garateix Agreement”), which was terminated effective December 2020 when Mr. Garateix was appointed as Chief Executive Officer, provided for an initial base annual salary of $750,000 commencing in 2016. In early 2020, the Compensation Committee determined to increase Mr. Garateix’s salary by $100,000 to be more in line with market. The Prior Garateix Agreement was replaced with a new employment agreement in January 2021, as described below and under the section “Executive Compensation—Employment and Separation Agreements”.

~~Annual Cash Incentive Award~~ – Pursuant to ~~the Prior Garateix Agreement,~~their employment agreements, for ~~2020, Mr. Garateix~~2023 each of our NEOs was entitled to an annual ~~cash incentive from our EBITDA cash incentive pool~~grant of ~~up to $100,000. In 2020, the~~

Compensation Committee approved an annual cash incentive for Mr. Garateix from the EBITDA pool of $750,000. In making its determination, the Compensation Committee considered Mr. Garateix’s individual contributions to the Company, including his oversight of systems, processes, and personnel and his efforts in enhancing the Company’s business intelligence capabilities. The Prior Garateix Agreement was replaced with a new employment agreement in January 2021, as described below and under the section “Executive Compensation—Employment and Separation Agreements”.

~~New Garateix Employment Agreement~~

~~Base Salary~~ – In January 2021, we entered into a new employment agreement with Mr. Garateix in connection with his appointment as Chief Executive Officer (the “Garateix Agreement”) which replaced and terminated the Prior Garateix Agreement. The Garateix Agreement provides for an annual base salary of $1.0 million.

~~Annual Cash Incentive Award~~ – Pursuant to the Garateix Agreement, Mr. Garateix will receive an annual cash incentive with a threshold opportunity of $500,000, a target opportunity of $1.0 million, and a maximum opportunity of $1.5 million based on performance criteria included in the Company’s executive incentive compensation program.

~~Annual Long-Term Incentive Awards~~ ~~– Pursuant to the Garateix Agreement, Mr. Garateix is eligible to receive an annual~~ time-based restricted stock ~~award with a value of $500,000, which shares will vest in three equal annual installments,~~ and an annual grant of performance-based restricted stock. The performance criteria for the 2023 awards was weighted 50% based on our 3-year adjusted book value per share growth, which excludes cumulative dividends declared and accumulated other comprehensive income, and 50% based on our three-year total shareholder return, measured over the performance period of January 1, 2023 through December 31, 2025. The performance-based restricted stock award with a threshold opportunity of $250,000, a target opportunity of $500,000, and a maximum opportunity of $1.0 million, which shares will vest based on performance criteria included in the Company’s executive incentive compensation program.

For further description of the Garateix Agreement, please see the sections “Executive Compensation—Employment and Separation Agreements” and “Executive Compensation—Estimated Payments Following Termination or Change in Control.”

~~Kirk Lusk~~

~~Prior Lusk Employment Agreement~~

~~Base Salary~~ – The Prior Lusk Agreement (defined below) provides for an initial base annual salary of $850,000. In early 2020, the Compensation Committee determined to increase Mr. Lusk’s base salary by $100,000 to be more in line with market.

~~Annual Cash Incentive Award~~ ~~– Pursuant~~awards are subject to the ~~Prior Lusk Agreement, for 2020, Mr. Lusk was entitled~~terms and conditions of an award agreement between the Company and the executive and subject to ~~a cash incentive under~~the terms and conditions of the Omnibus Incentive ~~Plan~~Plans or any other equity incentive plan approved and adopted by the Board under which the restricted stock is issued.

Time-Based Restricted Stock

The following table shows the grant date fair value of ~~up to $500,000, subject to~~ the ~~Company’s achievement~~2023 annual grants of a consolidated combined ratio that is below 91 for the preceding calendar year. The Company’s 2020 consolidated combined ratio was at or above 91. As a result, Mr. Lusk did not receive a cash incentive under the Prior Lusk Agreement. Mr. Lusk received an allocation of $75,000 from the 2020 EBITDA incentive pool.

~~New Lusk Employment Agreement~~

~~Base Salary~~ – In April 2021, we entered into a new employment agreement with Mr. Lusk (the “Lusk Agreement”) which replaced and terminated the Prior Lusk Agreement. The Lusk Agreement provides for an annual base salary of $950,000.

~~Annual Cash Incentive Award~~ – Pursuant to the Lusk Agreement, Mr. Lusk will receive an annual cash incentive with a threshold opportunity of $150,000, a target opportunity of $250,000, and a maximum opportunity of $350,000 based on performance criteria included in the Company’s executive incentive compensation program.

~~Annual Long-Term Incentive Awards~~ ~~– Pursuant to the Lusk Agreement, Mr. Lusk is eligible to receive an annual~~ time-based restricted stock ~~award with a value~~for each of $150,000, which shares will vest in three equal annual installments, and an annual performance based restricted stock award with a threshold opportunity of $100,000, a target opportunity of $200,000, and a maximum opportunity of $300,000, which shares will vest based on performance criteria included in the Company’s executive incentive compensation program.

For further description of the Lusk Agreement, please see the sections “Executive Compensation—Employment and Separation Agreements” and “Executive Compensation—Estimated Payments Following Termination or Change in Control.”

~~Richard Widdicombe~~

~~Base Salary~~ – The Prior Widdicombe Agreement (defined below), which was terminated in November 2020 when Mr. Widdicombe left his position as President, provided for an initial base annual salary of $1.75 million commencing in 2016. Mr. Widdicombe did not receive a salary increase in 2020.

~~Annual Cash Incentive Award~~ – Pursuant to the Prior Widdicombe Agreement, for 2020, Mr. Widdicombe was entitled to a cash incentive of $375,000, subject to our achievement of at least $50 million in EBITDA for 2019, and an annual cash incentive from our EBITDA incentive pool with a target amount of $375,000. Given that Mr. Widdicombe left his position as President in December 2020, he did not receive a payout under the annual cash incentive plan. Rather, he received as severance (i) payment of his minimum 2020 annual bonus of $375,000 and (ii) a ~~non-renewal~~ payment of $1,928,990 per the Prior Widdicombe Agreement (defined below), as well as other payments and benefits which are further described below under the section “Executive Compensation—Employment and Separation Agreements”.

~~Tim Moura~~

~~Base Salary~~ – The Moura Agreement (defined below) provides for an annual base annual salary of $850,000 commencing in 2018. In mid 2020, the Compensation Committee determined to increase Mr. Moura’s base salary by $100,000 to be more in line with market.

~~Annual Cash Incentive Award~~ – Pursuant to the Moura Agreement, for 2020, Mr. Moura was entitled to an annual cash incentive of up to $50,000 based on the Board’s approval of the EBITDA incentive pool and Mr. Moura’s performance during the calendar year, and a cash incentive under the Omnibus Incentive Plan based on NBIC’s annual gross written premium and combined ratio. Mr. Moura did not receive a cash incentive under the Moura Agreement in 2020 because NBIC’s annual gross written premium and combined ratio did not reach target levels. Mr. Moura received an allocation of $75,000 from the 2020 EBITDA incentive pool.

~~Tim Johns~~

~~Base Salary~~ ~~– The Johns Agreement (defined below) provides for an annual base annual salary of $300,000 commencing in 2018.~~

~~Annual Cash Incentive Award~~ – Pursuant to the Johns Agreement, Mr. Johns is eligible to participate in the Omnibus Inventive Plan, as determined by the Board. Zephyr maintains an incentive compensation program (ICP) that rewards Zephyr employees, including Mr. Johns, based on Zephyr’s financial results, including annual pre-tax income relative to prior year and budget, as well as Mr. Johns’ performance against pre-established individual performance metrics. In 2020, Mr. Johns’ payout under the Zephyr ICP was $125,000.

~~Sharon Binnun~~

~~Base Salary~~ ~~– The Binnun Agreement (as defined below) provides for an annual base salary of $300,000 commencing in 2015.~~

~~Annual Cash Incentive Award~~ – Pursuant to the Binnun Agreement, Ms. Binnun is eligible for an annual cash discretionary incentive of up to $60,000 or greater based on the Board’s approval. In 2020, Ms. Binnun received an annual cash discretionary incentive of $50,000.

~~Severance and Change of Control Agreements~~

Our named executive officers are not party to any separate severance or change of control agreements. As described below under “Executive Compensation—Employment Agreements and—Estimated Payments Following Termination or Change in Control”, our named executive ~~officers may be entitled to certain severance and change of control payments and benefits pursuant to their employment agreements.~~officers.

~~Mr. Lucas and Mr. Widdicombe received severance payments upon the termination of their employment with the Company pursuant~~


Named Executive Officer	2023 Annual Time-Based Restricted Stock Awards Per Employment Agreement(1)		2023 Annual Time-Based Restricted Stock Awards Actually Granted(1)
Ernie Garateix	$	500,000	$	825,000
Kirk Lusk	$	150,000	$	300,000
Tim Moura	$	75,000	$	150,000

(1)	During 2023, the annual grants of time-based restricted stock occurred in July 2023 following the approval at the Company’s 2023 Annual Meeting of Stockholders of the 2023 Omnibus Incentive Plan, given the

Company did not have sufficient shares remaining under the prior Omnibus Incentive Plan to grant the shares to which the named executive officers were entitled under their employment agreements. In order to mitigate the negative impact to the named executive officers of the delay in issuing the awards based on the difference in the fair market value of the Company’s common stock between March 2023 when such shares should otherwise have been granted under the employment agreements and July 2023, the Compensation Committee approved the issuance of additional shares of time-based restricted stock to the named executive officers, and the amounts in the last column represent the grant date fair value of such awards.

Pursuant to the terms of ~~their respective separation agreements. See “Executive Compensation—Employment Agreements and—Estimated Payments Following Termination or Change in Control”~~the renewed employment agreements further discussed below, ~~for a description~~the following table shows the grant date fair value of the ~~amounts paid.~~annual grants of time-based restricted stock beginning with 2024 for each named executive officer:


Named Executive Officer	2024 Annual Time- Based Restricted Stock Awards
Ernie Garateix	$	637,500
Kirk Lusk	$	320,000
Tim Moura	$	97,500

Performance-Based Restricted Stock

The following table shows the grant date fair value of the 2023 annual grants of performance-based restricted stock, including the threshold, target and maximum potential payouts under those awards, for each of our named executive officers.


Named Executive Officer	2023 Annual Grants of Performance-Based Restricted Stock Awards Per Employment Agreement(1)
Named Executive Officer	Threshold		Target		Maximum
Ernie Garateix	$	250,000	$	500,000	$	1,000,000
Kirk Lusk	$	100,000	$	200,000	$	300,000
Tim Moura	$	50,000	$	100,000	$	200,000


Named Executive Officer	2023 Annual Grants of Performance-Based Restricted Stock Awards Actually Granted(1)
Named Executive Officer	Threshold		Target		Maximum
Ernie Garateix	$	412,500	$	825,000	$	1,650,000
Kirk Lusk	$	200,000	$	400,000	$	800,000
Tim Moura	$	100,000	$	200,000	$	400,000

(1)

During 2023, the annual grants of performance-based restricted stock occurred in July 2023 following the approval at the Company’s 2023 Annual Meeting of Stockholders of the 2023 Omnibus Incentive Plan, given the Company did not have sufficient shares remaining under the prior Omnibus Incentive Plan to grant the shares to which the named executive officers were entitled under their employment agreements. In order to mitigate the negative impact to the named executive officers of the delay in issuing the awards based on the difference in the fair market value of the Company’s common stock between March 2023 when such shares should otherwise have been granted under the employment agreements and July 2023, the Compensation Committee approved the issuance of additional shares of performance-based restricted stock to the named executive officers, and the amounts in the second table represent the grant date fair value of such awards.

Pursuant to the terms of the renewed employment agreements further discussed below, the following table shows the grant date fair value of the annual grants of performance-based restricted stock, including the threshold, target and maximum potential payouts under those awards, beginning with 2024 for each named executive officer:


Named Executive Officer	2024 Annual Grants of Performance-Based Restricted Stock Awards
Named Executive Officer	Threshold		Target		Maximum
Ernie Garateix	$	510,000	$	1,020,000	$	2,040,000
Kirk Lusk	$	200,000	$	400,000	$	600,000
Tim Moura	$	78,000	$	130,000	$	312,000

The performance-based restricted stock awarded in 2021, which included a 3-year adjusted book value per share growth performance criteria and a three-year performance period ending on December 31, 2023, were forfeited by the NEOs as the threshold level of performance under such awards was not achieved. The performance-based restricted stock awarded in 2022, which included a 3-year adjusted book value per share growth performance criteria and a three-year performance period ending on December 31, 2024, were forfeited by the NEOs in anticipation of the threshold level of performance under such awards not being achieved. There were no replacement awards granted to the NEOs in respect of the forfeited awards.

Employee Benefits

Our named executive officers participate in other employee benefit plans generally available to all employees on the same terms, such as medical, dental, life, disability insurance programs and a 401(k) plan, except that the Company provides additional life and disability insurance benefits to Messrs. Garateix, ~~and~~ Lusk and ~~until the termination of their employment during 2020, to Messrs. Lucas and Widdicombe.~~Moura. These amounts are included in the “All Other Compensation” column of the Summary Compensation Table and described in a footnote. In addition, in ~~2020,~~2023, we provided matching contributions to the 401(k) accounts of all our employees, including our named executive officers, equal to 100% of the first 3% of each employee’s contribution, and 50% of each employee’s next 2% of contribution, subject to applicable limitations. In addition, ~~Messrs. Lucas and~~Mr. Garateix ~~each~~ received an automobile allowance during ~~2020.~~2023. We do not provide our named executive officers with any other material perquisites or similar personal benefits.

Insider Trading, Hedging and Pledging

~~The Company~~Our Insider Trading Policy prohibits all directors, officers and employees from engaging in transactions in our common stock while in possession of material non-public information and restricts directors, officers and other designated insiders from engaging in most transactions involving our common stock during certain periods for which we have determined those individuals are most likely to be aware of material, non-public information. Our Insider Trading Policy also prohibits pledging of our common stock as collateral for a loan or holding such common stock in a margin account. Additionally, our Insider Trading Policy prohibits any officer, director or employee from, directly or indirectly, engaging in “short sales” of our common stock.

Our Insider Trading Policy does not have a specific policy that prohibits hedging transactions by our directors, executive officers, and ~~employees, however~~employees. However, our ~~insider trading policy~~Insider Trading Policy requires pre-clearance from our Chief Financial Officer prior to ~~such~~any transactions in our securities, including hedging transactions.

~~COMPENSATION COMMITTEE REPORT~~Clawback

~~The Compensation Committee has reviewed and discussed the disclosure set forth above~~Our existing Omnibus Incentive Plans provide that all awards granted under the ~~heading “Compensation Discussion and Analysis” with management and, based on such review and discussions, it has recommended~~plans are subject to any recoupment or clawback requirements imposed by any Company policy or applicable law, regulation or listing standards. In 2023, we adopted a formal clawback policy in response to the ~~Board that~~final rules regarding recovery of erroneously awarded compensation as promulgated by the ~~“Compensation Discussion~~SEC in 2022 and ~~Analysis” be included~~the NYSE in ~~this proxy statement.~~

~~Notwithstanding anything to the contrary set forth in any of our previous filings~~2023. As such, all awards made under the ~~Securities Act of 1933, as amended, or the Exchange Act that might incorporate future filings, including this proxy statement, in whole or in part,~~2023 Omnibus Incentive Plan are subject to our clawback policy.

Employment Agreements

As discussed above, during 2023, the Compensation Committee ~~Report above shall not be incorporated by reference into this proxy statement.~~

~~Respectfully submitted by~~selected and retained Pay Governance as its independent compensation consultant to review and provide independent analysis and recommendations to the Compensation Committee regarding the compensation to our named executive officers, including in connection with the renewal of their employment agreements. Pay Governance provided the Compensation Committee with their feedback and recommendations regarding the mix and balance of each pay element and compared them to market data, carefully evaluating each of the ~~Board,~~

~~The~~elements of our executive compensation program, including base salaries, annual cash incentive awards and long-term equity awards. As a result of this review, in approving the renewed employment agreements with the named executive officers, the Compensation Committee

~~Joseph Vattamattam, Chair~~

~~Irini Barlas~~

~~Nicholas Pappas~~

~~March 23, 2021~~

~~EXECUTIVE COMPENSATION~~

~~Summary Compensation Table~~

~~The following Summary Compensation Table discloses~~ determined that the compensation ~~information~~mix for the named executive officers should be more balanced with a lower base salary and a higher potential payout under the annual cash incentive and long-term equity award opportunity than what was provided for under the existing employment agreements, reflecting a shift to an overall mix of ~~our NEOs for our 2020 fiscal year. Certain information regarding 2020 compensation is provided~~more performance-based, at-risk compensation.

Ernie Garateix—Existing Employment Agreement

Pursuant to Mr. Garateix’s existing employment agreement in effect through the ~~narrative sections following the Summary Compensation Table.~~

Name and Principal Position
   Year    Salary
($)    Bonus
($)    Non-Equity
Incentive Plan
Compensation
($) All Other
Compensation
($) Total ($)
Ernie Garateix*
   2020    1,000,000    —      750,000 (1) 34,549 (2) 1,784,549
CEO
   2019    900,000    —      500,000 23,862 1,423,862
   2018    900,000    —      500,000 25,820 1,425,820
Kirk Lusk,
   2020    950,000    —      75,000 (1) 81,332 (2) 1,106,332
CFO
   2019    850,000    —      50,000 17,127 917,127
Tim Moura
   2020    943,010    —      75,000 (1) 10,883 (2) 1,028,893
President, NBIC
   2019    870,596    —      50,000 —   920,596
Sharon Binnun
   2020    475,000    50,000    —   26,128 (2) 551,128
Chief Accounting Officer

Tim Johns
   2020    300,000    125,000    —   19,537 (2) 444,537
President, Zephyr Insurance Company

Bruce Lucas*
   2020    2,276,514    —      —   5,510,890 (2) 7,787,404
Former Chairman and CEO(3)
   2019    2,302,529    —      5,348,000 (4) 23,787 7,674,316
   2018    2,205,000    3,000,000    6,200,000 30,043 11,435,043
Richard Widdicombe
   2020    1,929,375    —      —   2,627,589 (2) 4,556,964
Former President(3)
   2019    1,929,375    —      750,000 26,271 2,690,175
   2018    1,929,375    —      750,000 40,905 2,720,280

*	Mr. Lucas’ employment as our Chief Executive Officer ended, effective November 30, 2020, and Mr. Garateix was appointed Chief Executive Officer, effective December 1, 2020. In April 2021, we provided Mr. Lucas with written notice that we would not renew his consulting agreement after 2021.

~~(1)~~

~~Represents amounts paid under the terms of the named executive officer’s employment agreement.~~

~~(2)~~

Each of Messrs. Lucas and Garateix and Ms. Binnun received an automobile allowance during 2020 and Mr. Johns received an allowance for parking. The amounts disclosed include such allowance, Company contributions with respect to the Company 401(k) plan, an additional disability insurance policy, and an additional life insurance policy for each of Messrs. Lucas, Widdicombe, Garateix, and Lusk and Ms. Binnun. In addition, for Mr. Johns, the amount includes a payment of accrued and unused vacation time. In addition, for Mr. Lusk, the amount includes the aggregate incremental cost of a monthly housing allowance which began in October 2019 in the amount of $40,000. The amounts do not include the excess portion of the employer share of premiums offered to our named executive officers with respect to the following benefits which are generally available to all of the Company’s employees: health insurance, dental insurance, vision insurance, life insurance, short-term disability insurance and long-term disability insurance. In addition, for Mr. Lucas, the amount includes $200,000 in consulting fees paid to Mr. Lucas in 2020 pursuant to the Consulting Agreement for his services to the Company following his departure as CEO. In April 2021, we provided Mr. Lucas with written notice that we would not renew his consulting agreement after 2021. For Messrs. Lucas and Widdicombe, the amount also includes severance payments received upon termination of their respective employment pursuant to their respective separation agreements. For Mr. Lucas, the severance amount consists of (i) a ~~non-renewal~~ ~~payment of $2,431,000 per the Lucas Employment Agreement (defined below), (ii) payment of his minumum 2020 annual bonus of $2,500,000, (iii) $163,750 in exchange for agreeing to a~~ ~~non-compete~~ ~~and (iv) $163,500 for accrued and unused vacation time. For Mr. Widdicombe, this severance amount consists of (i) a~~ ~~non-renewal~~ ~~payment of~~

~~$1,928,990 per the Prior Widdicombe Agreement (defined below), (ii) payment of his minimum 2020 annual bonus of $375,000, (iii) $129,867 in exchange for agreeing to a~~ ~~non-compete~~ ~~and (iv) $129,866 for accrued and unused vacation time. For more information on these severance payments, please see the section “Executive Compensation— Employment and Separation Agreements”.~~

~~(3)~~

Mr. Lucas’ employment with the Company ended in November 2020 and Mr. Widdicombe terminated his employment with the Company in December 2020. We retained Mr. Lucas as a consultant through December 31, 2021. In April 2021, we provided Mr. Lucas with written notice that we would not renew his consulting agreement after 2021. Mr. Widdicombe remains Chairman of the Board.

~~(4)~~

The amount reported for 2019 has been updated to include the payment of a cash incentive of $1.6 million from the 2019 EBITDA cash incentive pool which was allocated to Mr. Lucas in May 2020 by our Compensation Committee.

~~Grants~~end of ~~Plan-Based Awards~~

~~Below are grants of plan-based awards made to the NEOs in 2020. Actual amounts paid under these awards are reflected in the Summary Compensation Table.~~

   Estimated future payouts under non-equity
incentive plan awards
Name
   Threshold
($)    Target
($)(1) Maximum
($)
Kirk Lusk
   —      500,000 (2) —
   —      50,000 (3) —
Ernie Garateix
   —      100,000 (4) —
Tim Moura
   —      500,000 (5) —
   —      50,000 (6) —
Sharon Binnun
   —      —   —
Tim Johns
   —      —   —
Bruce Lucas
   —      1,750,000 (7) —
   —      2,500,000 (8) —
Richard Widdicombe
   —      375,000 (7) —
   —      375,000 (9) —

~~(1)~~

The incentive plan awards reported in this table do not provide for threshold or maximum performance levels. For more information on these awards, please see the section “Compensation Discussion and Analysis – 2020 Executive Compensation Decisions.”

~~(2)~~

Under the Prior Lusk Agreement, Mr. Lusk is entitled to an annual cash incentive of up to $500,000, subject to the Company’s achievement of a consolidated combined ratio that is below 91 for the preceding calendar year.

~~(3)~~

~~Under the Prior Lusk Agreement, Mr. Lusk is entitled to a target annual cash incentive from our EBITDA incentive pool of up to $50,000.~~

~~(4)~~

~~Under the Prior Garateix Agreement,~~2023 (the “Existing Garateix Agreement”), Mr. Garateix was entitled to ~~a target annual cash incentive from our EBITDA incentive pool of up to $100,000.~~

~~(5)~~

~~Under the Moura Agreement, Mr. Moura is entitled to an annual cash incentive of up to $500,000, based on NBIC’s gross premiums written and combined ratio for 2019.~~

~~(6)~~

~~Under the Moura Agreement, Mr. Moura is entitled to a target annual cash incentive from our EBITDA incentive pool of up to $50,000.~~

~~(7)~~

~~This amount reflects a grant of an annual cash incentive based on the Company achieving 2020 EBITDA of $50 million.~~

~~(8)~~

Under the Lucas Employment Agreement, Mr. Lucas was entitled to a target annual cash incentive from our EBITDA incentive pool equal to the greater of (1) $2.5 million or (2) the remainder from the EBITDA incentive pool after paying all employee cash incentives.

~~(9)~~

~~Under the Prior Widdicombe Agreement, Mr. Widdicombe was entitled to a target annual cash incentive from our EBITDA incentive pool equal to $375,000.~~

~~Stock Vested~~

The following table provides information concerning the vesting of restricted stock and the value realized on vesting of restricted stock during the fiscal year ended December 31, 2020 for each of the named executive officers.

   Stock awards
Name
   Number of shares
acquired on vesting
(#)    Value realized
on vesting
($)
Ernie Garateix
   25,000    $ 232,000
Kirk Lusk
   15,000    $ 180,900
Tim Moura
   10,000    $ 131,300
Sharon Binnun
   —      —
Tim Johns
   —      —
Bruce Lucas
   150,000    $ 1,392,000
Richard Widdicombe
   50,000    $ 464,000

~~Outstanding Equity Awards at 2020 Fiscal~~ ~~Year-End~~

The following table provides information concerning unvested restricted stock for each named executive officer outstanding as of the end of the fiscal year ended December 31, 2020. Each restricted stock grant is shown separately for each named executive officer.

   Stock awards
Name
   Number of
Shares of Stock
that Have Not
Vested (#) Market Value of
Shares of Stock
that Have Not
Vested ($)(1)
Ernie Garateix
   —   —
Kirk Lusk
   45,000 (2) $ 455,850
Tim Moura
   30,000 (3) $ 303,900
Sharon Binnun
   —   —
Tim Johns
   —   —
Bruce Lucas
   —   —
Richard Widdicombe
   —   —

~~(1)~~

~~The market value of these shares is shown based on the closing price of the Company’s stock on December 31, 2020, which was $10.13 per share.~~

~~(2)~~

~~These restricted stock awards were granted on January 31, 2018 with equal vesting over five years, subject to the executive’s continued employment with the Company through such date.~~

~~(3)~~

~~These restricted stock awards were granted on January 1, 2018 with equal vesting over five years, subject to the executive’s continued employment with the Company through such date.~~

~~All awards reported in the table above were granted under the Omnibus Incentive Plan.~~

~~Employment and Separation Agreements~~

~~Mr. Lucas’ Terminated Employment Agreement~~

Our previous Chief Executive Officer and Chairman, Bruce Lucas, served his last day as an employee of the Company and board member effective November 30, 2020, but will remain with the Company as an executive consultant through 2021. In April 2021, we provided Mr. Lucas with written notice that we would not renew his consulting agreement after 2021.

In connection with his departure, the Company and Mr. Lucas entered into a Separation Agreement effective December 1, 2020 (the “Lucas Separation Agreement”). Pursuant to the Lucas Separation Agreement, Mr. Lucas’ Amended and Restated Employment Agreement dated November 4, 2015 (the “Terminated Lucas Agreement”) was terminated.

The Terminated Lucas Agreement provided for (i) an annual base salary of $2.0 million, (ii) a cash incentive under our Omnibus Incentive Plan of $1.75 million for each calendar year, subject to the Company’s achievement of at least $50 million in EBITDA for such year and (iii) an annual cash incentive under the Company’s EBITDA incentive pool with a target amount equal to the greater of (A) $2.5 million or (B) the remainder of the Company’s incentive pool after paying all employee incentives. In connection with entering into the Terminated Lucas Agreement, Mr. Lucas received a grant of 750,000 shares of restricted stock, which vested in equal annual installments of 150,000 shares beginning on November 4, 2016. At the time of the termination of the Terminated Lucas Agreement, all of his shares had vested.

~~Mr. Lucas’ Separation Agreement and Consulting Agreement~~

Our previous Chief Executive and Chairman, Bruce Lucas, served his last day as an employee of the Company and board member effective November 30, 2020, but will remain with the Company as an executive consultant through 2021. In April 2021, we provided Mr. Lucas with written notice that we would not renew his consulting agreement after 2021.

~~Pursuant to the terms of the Lucas Separation Agreement, Mr. Lucas is entitled to (i) payment of his minimum 2020 annual bonus of $2,500,000, (ii) a~~ ~~non-renewal~~ payment of $2,431,000 per the Lucas Employment Agreement, (iii) $163,750 in exchange for agreeing not to serve as an employee (through November 30, 2021) for any business that writes the same insurance products in the states in which the Company sells insurance products as of the date of the Lucas Separation Agreement, (iv) payment for three weeks of accrued and unused vacation time, (v) payment by the Company of COBRA continuation premiums for 18 months and (vi) assignment of any key man insurance policies on Mr. Lucas, the future premiums on which Mr. Lucas would be responsible for paying. The Lucas Separation Agreement also provides for customary confidentiality, ~~non-disclosure~~ ~~and~~ ~~non-disparagement~~ covenants, an agreement not to solicit any employee of the Company for a period of one year, an agreement to indemnify Mr. Lucas for actions taken while he was an employee, and a mutual release of claims.

Mr. Lucas will remain with the Company as an executive consultant pursuant to a Consulting Agreement between the Company and Lucas Consulting Services, LLC, Mr. Lucas’ consulting company, effective December 1, 2020 (the “Consulting Agreement”). The term of the Consulting Agreement will continue through December 2021. The Consulting Agreement provides for a monthly payment for services equal to a pro rata portion of Mr. Lucas’ then-current base salary under the Lucas Employment Agreement, which amounts to $200,000 per month. In April 2021, we provided Mr. Lucas with written notice that we would not renew his consulting agreement after 2021.

~~Mr. Widdicombe’s Separation Agreement~~

Effective December 30, 2020, our current Chairman, Richard Widdicombe, resigned from his previous position as President of the Company and entered into a Separation Agreement with the Company (the “Widdicombe Separation Agreement”). Pursuant to the Widdicombe Separation Agreement, Mr. Widdicombe’s Amended and Restated Employment Agreement dated November 4, 2015 (the “Prior Widdicombe Agreement”) was terminated.

~~Pursuant to the terms of the Widdicombe Separation Agreement, Mr. Widdicombe is entitled to (i) payment of his minimum 2020 annual bonus of $375,000, (ii) a~~ ~~non-renewal~~ payment of $1,928,990 per the Prior Widdicombe Agreement, (iii) $129,867 in exchange for agreeing not to serve as an employee (through November 30, 2021) for any business that writes the same insurance products in the states in which the Company sells insurance products as of the date of the Widdicombe Separation Agreement, (iv) payment for three weeks of accrued and unused vacation time and (v) payment by the Company of COBRA continuation premiums for 18 months. The Widdicombe Separation Agreement also provides for customary confidentiality, ~~non-disclosure~~ ~~and~~ ~~non-disparagement~~ covenants, an agreement not to solicit any employee of the Company for a period of one year, an agreement to indemnify Mr. Widdicombe for actions taken while he was an employee, and a mutual release of claims.

~~Mr. Lusk’s Prior Employment Agreement~~

In April 2021, Mr. Lusk and the Company terminated the employment agreement, as amended October 7, 2019 (the “Prior Lusk Agreement”), and entered into the Lusk Agreement with us to serve as Chief Financial Officer of the Company. Under the Prior Lusk Agreement, Mr. Lusk received (i) an annual base salary of $850,000, (ii) a discretionary annual cash incentive of up to $50,000, and (iii) an incentive under the Omnibus Incentive Plan of up to $500,000, subject to the Company’s achievement of a consolidated combined ratio that is below 91 for the preceding calendar year. In addition, in connection with entering into the Prior Lusk Agreement, Mr. Lusk received a grant of 75,000 shares of restricted stock, which vest in equal annual installments of 15,000 shares beginning on January 31, 2019. Mr. Lusk also receives medical, dental, prescription and disability insurance coverage, a monthly housing allowance of $3,500, and reimbursement of reasonable travel expenses.

~~Mr. Lusk’s Employment Agreement~~

Mr. Lusk and the Company entered into the Lusk Agreement, dated April 13, 2021, replacing and terminating the Prior Lusk Agreement between Mr. Lusk and the Company. The term of Mr. Lusk’s employment under the Lusk Agreement shall continue until December 31, 2023, subject to automatic renewals for successive twelve-month periods, unless otherwise terminated.

Pursuant to the Lusk Agreement, Mr. Lusk will receive (i) an annual base salary of $950,000, (ii) an annual cash incentive with a threshold opportunity of $150,000, a target opportunity of $250,000, and a maximum opportunity of $350,000 based on performance criteria included in the Company’s executive incentive compensation program, (iii) an annual time-based restricted stock award with a value of $150,000, which shares will vest in three equal annual installments, and (iv) an annual performance based restricted stock award with a minimum opportunity of $100,000, a target opportunity of $200,000, and a maximum opportunity of $300,000, which shares will vest based on performance criteria included in the Company’s executive incentive compensation program. Additionally, under the terms of the Lusk Agreement, the Company will provide Mr. Lusk with medical and disability insurance.

~~In the event that Mr. Lusk is terminated by the Company without cause or if Mr. Lusk terminates his employment for good reason, Mr. Lusk will receive (i) a~~ ~~lump-sum~~ cash severance payment equal to his annual base salary in effect immediately preceding the termination, but not less than $950,000, and (ii) a prorated annual cash incentive for the year of termination, subject to the applicable performance criteria. In addition, all previously granted and unvested time-based and performance-based stock awards will immediately vest upon such termination.

In the event that Mr. Lusk is terminated by the Company without cause or if Mr. Lusk terminates his employment for good reason after a change of control, Mr. Lusk will receive the severance payments described in the paragraph above, except that his ~~lump-sum~~ ~~cash severance payment will equal 1.5 times his base salary in effect immediately preceding the termination.~~

~~Upon a termination of employment for any reason, Mr. Lusk would be subject to~~ ~~a one-year post-employment non-solicitation restrictive~~ ~~covenant. Upon a termination of employment for any reason other than an involuntary termination or his voluntary termination for good reason, Mr. Lusk would be subject to~~ ~~a one-year post-employment non-competition restrictive~~ ~~covenant.~~

~~Mr. Garateix’s Prior Employment Agreement~~

On January 5, 2021, Mr. Garateix and the Company terminated the Prior Garateix Agreement, which he entered into November 4, 2015, and entered into the Garateix Agreement described below. Under the Prior Garateix Agreement, he received (i) an annual base salary of $750,000 and (ii) an annual cash incentive of up to $100,000 under the Company’s EBITDA incentive pool during the term of the Prior Garateix Agreement, based on and subject to available funds in the Company’s EBITDA incentive pool. In connection with the Prior Garateix Agreement, Mr. Garateix received a grant of 125,000 shares of restricted stock, which vested in equal annual installments of 25,000 shares beginning on November 4, 2016. At the time of the termination of the Prior Garateix Agreement, all of his shares had vested.

~~Mr. Garateix’s Employment Agreement~~

Effective December 1, 2020, Mr. Garateix was promoted to CEO of the Company. In connection with his appointment as CEO, Mr. Garateix and the Company entered into the Garateix Agreement, dated January 5, 2021, replacing and terminating the Prior Garateix Agreement between Mr. Garateix and the Company. The term of Mr. Garateix’s employment under the Garateix Agreement shall continue until December 31, 2023, subject to automatic renewals for successive twelve-month periods, unless otherwise terminated.

~~Pursuant to the Garateix Agreement, Mr. Garateix will~~ receive (i) an annual base salary of $1,000,000, (ii) an annual cash incentive with a minimum opportunity of $500,000, a target opportunity of $1.0 million, and a maximum opportunity of $1.5 million based on performance criteria included in the Company’s executive incentive compensation program, (iii) an annual time-based restricted stock award with a value of $500,000, which shares will vest in three equal annual installments, and (iv) an annual ~~performance based~~performance-based restricted stock award with a minimum opportunity of $250,000, a target opportunity of $500,000, and a maximum opportunity of $1.0 million, which shares will vest based on performance criteria included in the Company’s executive incentive compensation program. Additionally, under the terms of the Existing Garateix Agreement, the Company will provide Mr. Garateix with medical and disability insurance.

InUnder the Existing Garateix Agreement, in the event that Mr. ~~Garateix~~Garateix’s employment is terminated by the Company without cause or if Mr. Garateix terminates his employment for good reason, Mr. Garateix will receive (i) a lump-sum cash severance payment equal to two times his annual base salary in effect immediately preceding the termination, but not less than $2.0 million, and (ii) a prorated annual cash incentive for the year of termination, subject to the applicable performance criteria. In addition, all previously granted and unvested time-based and performance-based stock awards will immediately vest upon such termination.

InUnder the Existing Garateix Agreement, in the event that Mr. ~~Garateix~~Garateix’s employment is terminated by the Company without cause or if Mr. Garateix terminates his employment for good reason after a change of control, Mr. Garateix will receive the severance payments described in the paragraph above, except that his lump-sum cash severance payment will equal three times his base salary in effect immediately preceding the termination.

~~Upon~~Under the Existing Garateix Agreement, upon a termination of employment for any reason, Mr. Garateix would be subject to a one-year post-employment non-solicitation restrictive covenant. Upon a termination of employment for any reason other than an involuntary termination or his voluntary termination for good reason, Mr. Garateix would be subject to a one-year post-employment non-competition restrictive covenant.

Ernie Garateix—Renewed Employment Agreement

Pursuant to Mr. Garateix’s renewed employment agreement effective as of December 31, 2023 (the “New Garateix Agreement”), effective in 2024, Mr. Garateix will be entitled to receive (i) an annual base salary of $850,000, (ii) an annual cash incentive with a threshold opportunity of $595,000, a target opportunity of $1,020,000, and a maximum opportunity of $1,615,000 based on performance criteria included in the Company’s executive incentive compensation program, (iii) an annual time-based restricted stock award with a value of $637,500, which shares will vest in three equal annual installments, and (iv) an annual performance-based

restricted stock award with a threshold opportunity of $510,000, a target opportunity of $1,020,000, and a maximum opportunity of $2,040,000, which shares will vest based on performance criteria included in the Company’s executive incentive compensation program. Additionally, under the terms of the New Garateix Agreement, the Company will provide Mr. Garateix with medical, life, hospitalization and disability insurance.

Pursuant to the New Garateix Agreement, in the event that Mr. Garateix’s employment is terminated by the Company without cause or if Mr. Garateix terminates his employment for good reason, Mr. Garateix will receive a lump-sum cash severance payment equal to 1.5 times the sum of (i) his annual base salary in effect immediately preceding the termination and (ii) his target annual cash incentive amount for the year of termination (the “Garateix Severance Payment”). In addition, all previously granted and unvested time-based awards will vest and all performance-based stock awards will be forfeited with no payment due upon such termination, except that if Mr. Garateix’s employment is terminated by the Company without cause or if Mr. Garateix terminates his employment for good reason, his performance-based stock awards will instead vest at target level.

Pursuant to the New Garateix Agreement, in the event that Mr. Garateix’s employment is terminated by the Company without cause or if Mr. Garateix terminates his employment for good reason after a change of control, Mr. Garateix will be entitled to receive the Garateix Severance Payment plus an additional amount of annual cash incentive for the year of termination, prorated based on actual performance measured against the applicable performance criteria.

Pursuant to the New Garateix Agreement, upon a termination of employment for any reason, Mr. Garateix would be subject to one-year post-employment non-solicitation, non-interference and non-compete restrictive covenants.

Kirk Lusk—Existing Employment Agreement

Pursuant to Mr. Lusk’s existing employment agreement in effect through the end of 2023 (the “Existing Lusk Agreement”), Mr. Lusk was entitled to receive (i) an annual base salary of $950,000, (ii) an annual cash incentive with a threshold opportunity of $150,000, a target opportunity of $250,000, and a maximum opportunity of $350,000 based on performance criteria included in the Company’s executive incentive compensation program, (iii) an annual time-based restricted stock award with a value of $150,000, which shares will vest in three equal annual installments, and (iv) an annual performance-based restricted stock award with a minimum opportunity of $100,000, a target opportunity of $200,000, and a maximum opportunity of $300,000, which shares will vest based on performance criteria included in the Company’s executive incentive compensation program. Additionally, under the terms of the Existing Lusk Agreement, the Company will provide Mr. Lusk with medical and disability insurance.

Under the Existing Lusk Agreement, in the event that Mr. Lusk’s employment is terminated by the Company without cause or if Mr. Lusk terminates his employment for good reason, Mr. Lusk will receive (i) a lump-sum cash severance payment equal to his annual base salary in effect immediately preceding the termination, but not less than $950,000, and (ii) a prorated annual cash incentive for the year of termination, subject to the applicable performance criteria. In addition, all previously granted and unvested time-based and performance-based stock awards will immediately vest upon such termination.

Under the Existing Lusk Agreement, in the event that Mr. Lusk’s employment is terminated by the Company without cause or if Mr. Lusk terminates his employment for good reason after a change of control, Mr. Lusk will receive the severance payments described in the paragraph above, except that his lump-sum cash severance payment will equal 1.5 times his base salary in effect immediately preceding the termination.

Under the Existing Lusk Agreement, upon a termination of employment for any reason, Mr. Lusk would be subject to a one-year post-employment non-solicitation restrictive covenant. Upon a termination of employment for any reason other than an involuntary termination or his voluntary termination for good reason, Mr. Lusk would be subject to a one-year post-employment non-competition restrictive covenant.

Kirk Lusk—Renewed Employment Agreement

Pursuant to Mr. Lusk’s renewed employment agreement effective as of December 31, 2023 (the “New Lusk Agreement”), effective in 2024, Mr. Lusk will be entitled to receive (i) an annual base salary of $800,000, (ii) an annual cash incentive with a threshold opportunity of $240,000, a target opportunity of $520,000, and a maximum opportunity of $760,000 based on performance criteria included in the Company’s executive incentive compensation program, (iii) an annual time-based restricted stock award with a value of $320,000, which shares will vest in three equal annual installments, and (iv) an annual performance-based restricted stock award with a threshold opportunity of $200,000, a target opportunity of $400,000, and a maximum opportunity of $600,000, which shares will vest based on performance criteria included in the Company’s executive incentive compensation program. Additionally, under the terms of the New Lusk Agreement, the Company will provide Mr. Lusk with medical, life, hospitalization and disability insurance.

Pursuant to the New Lusk Agreement, in the event that Mr. Lusk’s employment is terminated by the Company without cause or if Mr. Lusk terminates his employment for good reason, Mr. Lusk will receive a lump-sum cash severance payment equal to the sum of (i) his annual base salary in effect immediately preceding the termination and (ii) his target annual cash incentive amount for the year of termination (the “Lusk Severance Payment”). In addition, all previously granted and unvested time-based awards will vest and all performance-based stock awards will be forfeited with no payment due upon such termination, except that if Mr. Lusk’s employment is terminated by the Company without cause or if Mr. Lusk terminates his employment for good reason, his performance-based stock awards will instead vest at target level.

Pursuant to the New Lusk Agreement, in the event that Mr. Lusk’s employment is terminated by the Company without cause or if Mr. Lusk terminates his employment for good reason after a change of control, Mr. Lusk will be entitled to receive the Lusk Severance Payment plus an additional amount of annual cash incentive for the year of termination, prorated based on actual performance measured against the applicable performance criteria.

Pursuant to the New Lusk Agreement, upon a termination of employment for any reason, Mr. Lusk would be subject to one-year post-employment non-solicitation, non-interference and non-compete restrictive covenants.

Tim Moura—Existing Employment Agreement

Pursuant to Mr. Moura’s existing employment agreement in effect through the end of 2023 (the “Existing Moura Agreement”), Mr. Moura was entitled to receive (i) an annual base salary of $950,000, (ii) an annual cash incentive with a threshold opportunity of $75,000, a target opportunity of $125,000, and a maximum opportunity of $200,000 based on performance criteria included in the Company’s executive incentive compensation program, (iii) an annual time-based restricted stock award with a value of $75,000, which shares will vest in three equal annual installments, and (iv) an annual performance-based restricted stock award with a minimum opportunity of $50,000 a target opportunity of $100,000, and a maximum opportunity of $200,000, which shares will vest based on performance criteria included in the Company’s executive incentive compensation program. Additionally, under the terms of the Existing Moura Agreement, the Company will provide Mr. Moura with medical and disability insurance.

Under the Existing Moura Agreement, in the event that Mr. Moura’s employment is terminated by the Company without cause or if Mr. Moura terminates his employment for good reason, Mr. Moura will receive (i) a lump-sum cash severance payment equal to his annual base salary in effect immediately preceding the termination, but not less than $950,000, and (ii) a prorated annual cash incentive for the year of termination, subject to the applicable performance criteria. In addition, all previously granted and unvested time-based and performance-based stock awards will immediately vest upon such termination.

Under the Existing Moura Agreement, in the event that Mr. Moura’s employment is terminated by the Company without cause or if Mr. Moura terminates his employment for good reason after a change of control, Mr. Moura will receive the severance payments described in the paragraph above, except that his lump-sum cash severance payment will equal 1.5 times his base salary in effect immediately preceding the termination.

Under the Existing Moura Agreement, upon a termination of employment for any reason, Mr. Moura would be subject to a one-year post-employment non-solicitation restrictive covenant. Upon a termination of employment for any reason other than an involuntary termination or his voluntary termination for good reason, Mr. ~~Garateix~~Moura would be subject to a one-year post-employment non-competition restrictive covenant.

Tim ~~Moura’s~~Moura—Renewed Employment Agreement

~~Effective February 3, 2014,~~Pursuant to Mr. Moura’s renewed employment agreement effective as of December 31, 2023 (the “New Moura Agreement”), effective in 2024, Mr. Moura ~~entered into an employment agreement, as amended January 1, 2018 (the “Moura Agreement”), with NBIC Service Company, Inc., a subsidiary of the Company,~~will be entitled to ~~serve as President of NBIC. The Moura Agreement provides for~~receive (i) an annual base salary of ~~$850,000 commencing on January 1, 2018,~~$650,000, (ii) an annual cash ~~discretionary~~ incentive with a threshold opportunity of ~~up to $50,000~~$97,500, a target opportunity of $123,500, and a maximum opportunity of $260,000 based on performance criteria included in the ~~Board’s approval of the EBITDA~~Company’s executive incentive ~~pool and Mr. Moura’s performance during the calendar year, and~~compensation program, (iii) ~~a cash incentive under the Omnibus Incentive Plan based on NBIC’s~~an annual ~~gross premiums written and combined ratio. In connection with entering into the amendment to the Moura Agreement, Mr. Moura received a grant of 50,000 shares of~~time-based restricted stock award with a value of $97,500, which shares will vest in three equal annual installments, ~~of 10,000 shares beginning on January 1, 2019.~~

~~Mr. Moura is entitled to~~ ~~24-months’~~ ~~notice prior to termination by us without “Cause” or for “Good Reason.” In such case, he would be entitled to his cash~~ and share based compensation for the 24 months. “Cause” is defined as (i) the conviction of a felony, (ii) an act of fraud against the Company, (iii) a material breach of the Moura Agreement or the willful refusal or gross neglect to perform the duties reasonably assigned, or (iv) ~~the breach of his~~ ~~non-compete, non-solicit,~~ or ~~non-disclosure~~ obligations which results in a material adverse effect on the Company. “Good Reason” is defined as (i) a material diminution in duties, (ii) failure to pay Mr. Moura amounts owed under the Moura Agreement, (iii) relocation of NBIC’s principal location outside a certain radius, or (v) Mr. Moura’s failure to retain his position at a potential successor to the Company.

If Mr. Moura dies during the term of the Moura Agreement, his estate would be entitled to receive accrued but unpaid base salary, time off, and any other benefits payable through the date of his death.

~~Mr. Moura may resign upon giving no less than 90 days’ notice.~~

~~If Mr. Moura becomes unable to perform substantially his duties for a consecutive period of 120 days, then the Company may terminate him with notice.~~

~~Upon a termination of employment for any reason, Mr. Moura would continue to be subject to~~ ~~non-solicitation~~ ~~and~~ ~~non-competition~~ ~~restrictive covenants for two years following such termination.~~

~~Tim Johns’ Employment Agreement~~

Effective April 2, 2018, Mr. Johns entered into an employment agreement with Zephyr Insurance Company, Inc. (“Zephyr”), a subsidiary of the Company (the “Johns Agreement”), to serve as President and Chief Executive Officer of Zephyr until terminated. The Johns Agreement provides for an annual base salary of $300,000. Mr. Johns is also eligible to participate in the Omnibus Inventive Plan and to receive equity awards, each as determined by the Board. Mr. Johns also receives medical, dental, prescription and disability insurance coverage, and reimbursement of travel expenses.

In the event that Mr. Johns terminates the Johns Agreement without good reason or the term of the Johns Agreement expires, Mr. Johns would be entitled to his base salary as in effect immediately preceding the termination for a period of 90 days. In the event that he is terminated by us for “Cause,” Mr. Johns would be entitled to his accrued but unpaid base salary and other accrued obligations. “Cause” is defined as occurring upon (i) the conviction of a felony, (ii) willful misconduct or gross negligence, (iii) conduct causing material economic harm to the Company, (iv) a failure to carry out the reasonable and lawful directions of the Board, (v) fraud, embezzlement, theft or dishonesty against the Company, (vi) a violation of a policy or procedure of the Company, or (vii) a breach by Mr. Johns of the Johns Agreement.

~~Mr. Johns may resign upon giving no less than 90 days’ notice.~~

~~Upon a termination of employment, Mr. Johns would continue to be subject to~~ ~~non-solicitation~~ ~~and~~ ~~non-compete~~ ~~restrictive covenants for a period of two years following such termination.~~

~~Sharon Binnun’s Employment Agreement~~

Effective January 1, 2015, Ms. Binnun entered into an employment agreement with the Company (the “Binnun Agreement”), to serve as an executive until terminated. The Binnun Agreement provides for (i) an annual base salary of $300,000 and (ii) an annual cash discretionary incentive of up to $60,000 or greater based on the Board’s approval. Ms. Binnun also receives an automobile allowance and reimbursement of travel expenses.

In the event that Ms. Binnun’s employment is terminated by the Company for any reason within six months after the consolidation, merger, transfer of assets, or other acquisition of the Company, she will receive a ~~lump-sum~~ ~~severance payment equal to six months of her base salary as in effect immediately preceding the termination.~~

~~Upon a termination of employment, Ms. Binnun would continue to be subject to (i) a~~ ~~non-solicitation~~ ~~restrictive covenant for a period of two years following such termination and (ii) a~~ ~~non-compete~~ ~~restrictive covenant for a period of one year following such termination.~~

~~Estimated Payments Following Termination or Change in Control~~

~~We have employment agreements and, in some cases,~~performance-based restricted stock award agreements for awards granted pursuant to our Omnibus Incentive Plan, with Messrs. Garateix, Lusk, Moura and Johns and Ms. Binnun (collectively, the “Agreements”) that entitle them to severance payments on certain types of employment terminations.

~~Without “Cause” and “Good Reason” Payments~~

Certain of the Agreements provide for certain payments upon termination of employment by us without “cause,” as defined in their respective employment agreements. Under the Prior Garateix Agreement, there were no severance entitlements in connection with a ~~termination without “cause” or for “good reason.” Under the Garatiex Agreement, Mr. Garateix is entitled to~~threshold opportunity of $78,000 a ~~lump-sum~~ ~~cash severance payment equal to two times his annual base salary in effect immediately preceding such termination, but not less than $2.0 million,~~target opportunity of $130,000, and a ~~prorated annual cash incentive for the year~~maximum opportunity of termination, subject to the applicable performance criteria. Mr. Moura is entitled to remaining, regularly scheduled cash and share based compensation under the Moura Agreement. For Mr. Moura, we must provide ~~24-months’~~ ~~notice prior to such termination, during~~$312,000, which time he is entitled to his scheduled compensation and benefits. Mr. Moura is entitled to the same payment in the event of his notice of termination for “good reason,” as defined in the Moura Agreement. Under the Prior Lusk Agreement, Mr. Lusk was entitled to all accrued but unpaid base salary and accrued and unused paid time off for 180 days following the termination date, subject to his release of claims against the Company. Under the Lusk Agreement, Mr. Lusk is entitled to a ~~lump-sum~~ cash severance payment equal to his annual base salary in effect immediately preceding such termination, but not less than $950,000, and a prorated annual cash incentive for the year of termination, subject to the applicable performance criteria.

~~With respect to equity, Under the Prior Garateix Agreement, Mr. Garateix’s unvested~~ shares will vest ~~if his employment is terminated without cause, and~~based on performance criteria included in the Company’s executive incentive compensation program. Additionally, under the Garateix Agreement, Mr. Garateix’s previously granted and unvested time-based and performance-based restricted stock awards will immediately vest upon such termination. Under the Prior Lusk Agreement, Mr. Lusk’s unvested shares will vest upon the date of his termination other than for cause, and under the Lusk Agreement, previously granted and unvested time-based and performance-based restricted stock awards will immediately vest upon such termination. Mr. Moura’s unvested shares will vest upon the date of his termination without cause.

~~In addition, under the Prior Garateix Agreement, Mr. Garateix is entitled to unused vacation in a lump sum within ninety (90) days following his termination of employment.~~

~~For “Cause” Terminations~~

With respect to equity, in the event of a termination for “cause,” under the Prior Lusk Agreement, Mr. Lusk is required to immediately forfeit unvested shares and under the Prior Garateix Agreement, Mr. Garateix is no longer entitled to any compensation or benefits under the Garateix Agreement. Under these circumstances, Mr. Moura’s equity awards will be immediately forfeited on the date that: (i) his employment is terminated; (ii) his employment could have been terminated for “cause”; or (iii) there has been a determination that he engaged in inimical conduct.

~~In the event that Mr. Johns is terminated by us for “cause,” he would be entitled to his accrued but unpaid base salary and other accrued obligations.~~

~~Other Terminations~~

~~In the event that Mr. Johns terminates the Johns Agreement without good reason or the term~~terms of the ~~Johns~~New Moura Agreement, ~~expires, Mr. Johns would be entitled to his base salary and benefits as in effect immediately preceding the termination for a period of 3 months.~~

~~“Change of Control” Payments~~

Under the Prior Garateix Agreement, there were no severance entitlements in connection with a termination following a change in control. Under the Garateix Agreement, a “change of control” will generally be deemed to have taken place if: (i) any person, including a “group” as defined in the Securities Exchange Act of 1934, as amended, becomes the beneficial owner of Company securities having greater than 50% of the combined voting power of the then outstanding shares of the Company ~~subject to certain exceptions, or (ii) the persons who were directors of the Company before such transactions cease to constitute a majority of the Board, or any successor~~will provide Mr. Moura with medical, life, hospitalization and disability insurance.

Pursuant to the Company, as the direct or indirect result of or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions. Under the GarateixNew Moura Agreement, in the event that Mr. ~~Garateix~~Moura’s employment is terminated by the Company without cause or if Mr. ~~Garateix~~Moura terminates his employment for good reason, Mr. Moura will receive a lump-sum cash severance payment equal to the sum of (i) his annual base salary in effect immediately preceding the termination and (ii) his target annual incentive amount for the year of termination (the “Moura Severance Payment”). In addition, all previously granted and unvested time-based awards will vest and all performance-based stock awards will be forfeited with no payment due upon such termination, except that if Mr. Moura’s employment is terminated by the Company without cause or if Mr. Moura terminates his employment for good reason, his performance-based stock awards will instead vest at target level.

Pursuant to the New Moura Agreement, in the event that Mr. Moura’s employment is terminated by the Company without cause or if Mr. Moura terminates his employment for good reason after a change of control, Mr. ~~Garateix shall~~Moura be entitled to receive the ~~severance payments~~Moura Severance Payment plus an additional amount of annual cash incentive for ~~a termination “without cause” or for “good reason,” except that his~~ ~~lump-sum~~ ~~cash severance payment will equal three times his base salary in effect immediately preceding~~ the termination. Under the Lusk Agreement, in the even that Mr. Lusk is terminated by the Company without cause or if Mr. Lusk terminates his employment for good reason after a change of control, Mr. Lusk shall receive the severance payments for a termination “without cause” or for “good reason,” except that his lump-sum cash severance payment will equal 1.5 times his base salary in effect immediately preceding the termination.

Under the Binnun Agreement, in the event that Ms. Binnun’s employment is terminated by the Company for any reason within six months after the consolidation, merger, transfer of assets, or other acquisition of the Company, she will receive a ~~lump-sum~~ ~~severance payment equal to six months of her base salary as in effect immediately preceding the termination.~~

With respect to equity awards, upon a change of control, Mr. Garateix’s and Mr. Lusk’s remaining unvested shares will vest upon the date of the change of control. If Mr. Moura remains employed by the successor entity following a change of control, the dollar value of his unvested awards (as of the change of control date) will be held in escrow and distributed to him in accordance with the vesting schedule in his award agreement. If Mr. Moura’s employment is terminated as a result of the change of control, his unvested awards as of the dateyear of termination, ~~will become immediately vested~~prorated based on ~~that date.~~

~~“Death” Payments~~actual performance measured against the applicable performance criteria.

Pursuant to the ~~Prior Lusk~~New Moura Agreement, ~~in the event of Mr. Lusk’s death during his term~~upon a termination of employment his legal representative is entitled to all accrued but unpaid base salary and accrued and unused paid time off. Pursuant to the Moura Agreement, Mr. Moura’s estate would be entitled to receive accrued but unpaid base salary, time off, andfor any ~~other benefits payable through the date of his death.~~

~~With respect to equity awards, upon the death of either of Mr. Lusk or~~reason, Mr. Moura ~~any unvested restricted stock awards will automatically terminate and be forfeited as of the date of death.~~

~~“Disability” Payments~~

Pursuant to the Prior Lusk Agreement, in the event of Mr. Lusk’s termination due to “disability,” he will be entitled to all accrued but unpaid base salary and accrued and unused paid time off as of the termination date.

Pursuant to the Garateix Agreement, in the event that Mr. Garateix becomes unable to perform his duties due to illness or injury for a consecutive period of 90 days, then the Company may, within 30 days, suspend his position as an officer of the Company. In the event of such suspension, he shall remain an employee of the Company and receive the compensation and fringe benefits as set forth in the Garateix Agreement through December 31st of the year of his suspension. In the event that Mr. Garateix has not returned to the full-performance of his duties by the end of such suspension period, the Company shall terminate his employment with the Company.

~~Tax Matters~~

~~In the event any payment or benefit to the other executive officers~~ would ~~constitute an excess parachute payment within the meaning of Section 280G of the Internal Revenue Code and~~ be subject to ~~the excise tax imposed by Section 4999 of the Internal Revenue Code, the affected executive officer will be entitled to the greater of (on a net~~ ~~after-tax~~one-year basis): (i) the largest amount of the payment that would result in no portion of the payment or benefit being subject to the excise tax under Section 4999 of the Internal Revenue Code or (ii) the entire payment or benefit without any reduction to avoid the excise tax.post-employment non-solicitation, non-interference and non-compete restrictive covenants.

~~Table Showing Estimated Payments Following Termination or Change in Control~~

Equity Compensation Plan Information

The following table ~~shows potential payments to~~sets forth the aggregate information of our ~~named executive officers, other than Bruce Lucas and Richard Widdicombe, if their employment terminates under their Agreements. The amounts assume a~~equity compensation plans in effect as of December 31, 2020, termination date and use the closing price of our common stock as of that date of $10.13 per share. Please see “Table Showing Payments Upon Separation for Messrs. Lucas and Widdicombe” for information about the severance payments that they received following cessation of their employment in 2020.2023.

Name
   Involuntary
Termination
without Cause
($) Upon a
Change of
Control ($) Involuntary
Termination
upon a
Change of
Control ($) Death ($)    Other
Ernie Garateix(1)

Salary
   —   —   —   —      —
Cash Incentive
   —   —   —   —      —
Value of Accelerated Equity(2)
   —   —   —   —      —
Total
   —   —   —   —      —
Kirk Lusk

Salary
   —   —   —   —      —
Cash Incentive
   —   —   —   —      —
Value of Accelerated Equity(2)
   455,850 (3) 455,850 (3) 455,850 (3) —      —
Total
   455,850 455,850 455,850    —

Name
   Involuntary
Termination
without Cause
($) Upon a
Change of
Control ($)    Involuntary
Termination
upon a
Change of
Control ($) Death ($)    Other
Tim Moura

Salary
   1,900,000 (4) —      1,900,000 (4) —      —
Cash Incentive
   1,100,000 (4) —      1,100,000 (4) —      —
Value of Accelerated Equity(2)
   303,900 (3) —      303,900 (3) —      —
Employee Benefits(5)
   16,184 (4) —      16,184 (4) —      —
Total
   3,320,084 —      3,320,084 —      —
Sharon Binnun

Salary
   —   —      237,500 —      —
Cash Incentive
   —   —      —   —      —
Value of Accelerated Equity(2)
   —   —      —   —      —






Total
   —   —      237,500 —      —
Tim Johns
      —
Salary(6)
   —   —      —   —      75,000
Cash Incentive
   —   —      —   —      —
Value of Accelerated Equity(2)
   —   —      —   —      —
Employee Benefits(6)
            2,941
Total
   —   —      —   —      77,941
Total
   3,775,934 455,850    4,013,434 —      77,941


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights⁽¹⁾		Weighted- average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)
Equity compensation plans approved by security holder(s)		—	$	—		1,320,117
Equity compensation plans not approved by security holders		—		—		—

Total		—	$	—		1,320,117

(1)

Represents potential payments under the Prior Garateix Agreement. Under the new Garateix Agreement and assuming it were in place during 2020, if Mr. Garateix is terminated without cause or if he terminates his employment for good reason, he would be entitled to a ~~lump-sum~~ cash severance payment equal to two times his annual base salary, in any amount not less than $2.0 million, and a prorated annual cash incentive for the year of termination, subject to satisfying performance criteria. Assuming a December 31, 2020 termination, this amount would equal $2.0 million and $1.0 million (assuming target performance was met), respectively. If such termination occurs following a change in control, Mr. Garateix would be entitled to a ~~lump-sum~~ cash severance payment equal to three times his annual base salary, or $3.0 million assuming a December 31, 2020 termination, in addition to the pro rata annual cash incentive. In both cases, Garateix’s previously granted and unvested time-based and performance-based stockThe equity awards ~~would immediately vest upon such termination. Mr. Garateix had no unvested awards~~outstanding as of December 31, ~~2020.~~

~~(2)~~

~~Except for Messrs. Garateix, Lusk and Moura, if any~~2023 consist of our named executive officers’ employment is terminated for any reason, then the remaining unvested shares will be forfeited upon each individual’s termination date. Mr. Lusk’s unvested shares will vest upon the date of his termination other than for cause or a change of control, and Messrs. Garateix’s and Moura’s unvested shares will vest upon the date of their termination without cause or upon their termination as a result of a change of control.

~~(3)~~

Represents the value of accelerated vesting of shares of restricted stock. The value of the accelerated vesting is calculated by multiplying the closing price of the Company’s common stock on December 31, 2020 ($10.13) by the number of unvested shares oftime-based restricted stock ~~as of December 31, 2020.~~

~~(4)~~

~~Pursuant to the Moura Agreement, Mr. Moura is entitled to~~ ~~24-months’~~ ~~notice prior to his termination without “cause,” during which time he is entitled to his scheduled compensation~~ and benefits. This amount reflects what Mr. Moura would be entitled to receive if we provided him with the proper notice of termination on December 31, 2020, and assumes he earned his maximum annual cash incentive based on NBIC’s performance in the applicable year and the maximum annual cash incentiveperformance-based restricted stock issued under the ~~EBITDA incentive pool~~Omnibus Incentive Plans, which shares are already issued and outstanding and therefore are not reflected in ~~the applicable year.~~

~~(5)~~

~~Reflects payment of life insurance, medical insurance, disability insurance, dental insurance, vision insurance, and COBRA benefits.~~

~~(6)~~

In the event that Mr. Johns terminates the Johns Agreement without good reason or the term of the Johns Agreement expires, Mr. Johns would be entitled to his base salary and benefits as in effect immediately preceding the termination for a period of 3 months.

~~Table Showing Payments Upon Separation for Messrs. Lucas and Widdicombe~~

~~As previously disclosed on a Form~~ ~~8-K~~ filed on December 1, 2020, the Company entered into the Lucas Separation Agreement with Bruce Lucas, effective December 1, 2020, and the Widdicombe Separation Agreement with Richard Widdicombe, effective December 30, 2020. Pursuant to such agreements, Messrs. Lucas and Widdicombe received the following payments:

   Upon
Separation
($)
Bruce Lucas

Annual Bonus
   2,500,000 (1)
Non-Renewal Payment
   2,431,000 (2)
Non-Compete Payment
   163,750 (3)
Employee Benefits Continuation
   36,660 (4)
Total
   5,131,410
Richard Widdicombe

Annual Bonus
   375,000 (1)
Non-Renewal Payment
   1,928,990 (2)
Non-Compete Payment
   129,867 (3)
Employee Benefits Continuation
   36,660 (4)
Total
   2,470,517

~~(1)~~

~~Represents payment of the minimum annual bonus for 2020 under their prior employment agreements.~~

~~(2)~~

~~Represents payment with respect to the~~ ~~non-renewal~~ ~~of their employment pursuant to the terms of their prior employment agreements.~~

~~(3)~~

Represents payment in exchange for the agreement not to serve as an employee (through November 30, 2021) for any business that writes the same insurance products in the states in which the Company sells insurance products.

~~(4)~~

~~Represents payment of COBRA continuation premiums for 18 months.~~this table.

In addition, the Company entered into the Consulting Agreement with Mr. Lucas’ consulting company, effective December 1, 2020, pursuant to which Mr. Lucas will remain with the Company as an executive consultant. The Consulting Agreement provides for a monthly payment for services equal to a pro rata portion of Mr. Lucas’ then-current base salary under the Lucas Employment Agreement, which amount equals $200,000 per month. In April 2021, we provided Mr. Lucas with written notice that we would not renew his consulting agreement after 2021.

~~CEO~~ Pay ~~Ratio~~Versus Performance

AsThe following table summarizes the compensation of our Chief Executive Officer and other NEOs relative to certain performance metrics for the years ended December 31, 2023 and 2022, as required by Section ~~953(b)~~953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item ~~402(u)~~402(v) of Regulation S-K.


Year	Summary Compensation Table Total for PEO		Compensation Actually Paid to PEO		Average Summary Compensation Table Total for Non-PEO NEOs		Average Compensation Actually Paid to Non-PEO NEOs		Value of Initial Fixed $100 Investment Based on Total Shareholder Return		Net (Loss) Income (in thousands)
(a)		(b)		(c)		(d)		(e)		(f)		(h)
2023	$	3,821,817	$	5,320,105	$	1,873,222	$	2,361,354	$	64.36	$	45,308
2022	$	2,365,485	$	1,230,211	$	1,318,952	$	942,406	$	17.77	$	(154,363	)
2021	$	3,014,296	$	2,497,763	$	1,017,299	$	916,599	$	58.05	$	(74,727	)

Column (b). Reflects compensation amounts reported in the “Summary Compensation Table” or “SCT” for our CEO, Ernie Garateix, for the respective years shown.

Columns (c) & (e). “Compensation Actually Paid” (or “CAP”), as defined by SEC rules, for our CEO, and average CAP for our non-CEO NEOs, in each of 2023, 2022 and 2021 reflects the respective amounts set forth in columns (b) and (d), respectively, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in columns (c) and (d) do not reflect the actual amount of compensation earned by or paid to our CEO or to our non-CEO NEOs during the applicable year. For information regarding decisions made by our Compensation Committee with respect to our NEOs’ compensation for each fiscal year, please see the “Executive Compensation” section of this proxy statement and the proxy statement for the 2023 annual meeting of stockholders.


	2023						2022						2021
	CEO			Avg. Non-CEO NEOs			CEO			Avg. Non-CEO NEOs			CEO		Avg. Non-CEO NEOs
Reported SCT Total ($)		3,821,817			1,873,222			2,365,485			1,318,952			3,014,296		1,017,299
Reported SCT Stock Award Value ($)		2,475,000			825,000			1,000,000			275,000			1,250,000		185,000
Reported SCT Option Award Value ($)		—			—			—			—			—		—
Year-end FV of Awards Granted in the Applicable FY ($)		634,251			166,478			(21,298	)		(7,103	)		93,960		15,055
Change in FV of Awards Granted in Prior Years that were Unvested as of Applicable FY End ($)		(146,300	)		(45,645	)		(358,584	)		(155,197	)		0		(53,125	)
Change in FV of Awards Granted in Prior Years that Vested in the Applicable FY ($)		3,515,688			1,198,526			223,215			53,571			610,743		116,972
Change in Dividend Accrued in the Applicable FY ($)		(30,351	)		(6,227	)		21,393			7,183			28,763		5,398
Compensation Actually Paid ($)		5,320,105			2,361,354			1,230,211			942,406			2,497,763		916,599

Column (d). The following non-CEO named executive officers are included in the average figures shown for each covered year: Kirk Lusk and Tim Moura for 2023 and 2022, and Kirk Lusk, Tim Moura, Sharon Binnun and Tim Johns for 2021.

Column (f). Calculated in the same manner as required under Item 201(e) of Regulation S-K, ~~we are providing~~represents the ~~following information about the relationship~~cumulative total shareholder return (“TSR”) of ~~the median annual total compensation of our employees and the annual total compensation of our CEO, Mr. Garateix.~~

~~As permitted by applicable SEC rules, we have elected to use the same median employee identified for purposes of the 2019 pay ratio disclosed in the “CEO Pay Ratio” section of our proxy statement~~Heritage for the ~~2020 annual meeting of stockholders filed with~~measurement periods ending on December 31, 2023, 2022 and 2021, respectively, which illustrates the ~~SEC on April 28, 2020. There has been no change in our employee population or employee compensation arrangements that we believe would significantly impact our pay ratio disclosure.~~

~~To identify the median employee~~value, as of ~~December 31, 2019,~~ the last day of the applicable measurement period, of an investment of $100 in Heritage common stock on December 31, 2020.

Colum (h). Reflects “Net (Loss) Income” in our ~~2019 fiscal year, we used~~consolidated statements of operations included in our ~~employee population as~~Annual Reports on Form 10-K for the years ended December 31, 2023, 2022 and 2021.

Relationship between Pay and Performance

The chart below provides an illustration of ~~that date, which consisted~~the relationship between CAP and the total shareholder return of ~~approximately 530 individuals. We then calculated the~~Heritage. The amount of ~~annual gross pay paid~~CAP to ~~all~~our CEO and the average amount of ~~those employees (other than~~CAP to our NEOs as a group (excluding our CEO)~~. We annualized pay for those who commenced work during 2019. We did not make any~~ ~~cost-of-living~~ ~~or other adjustments~~ is aligned with our cumulative TSR over the three years presented in ~~identifying~~ the ~~median employee.~~

table.

~~For 2020, we calculated the 2020 total annual compensation of such employee in accordance with the requirements~~ LOGO

The chart below provides an illustration of the ~~executive compensation rules for~~relationship between CAP and net (loss) income. The amount of CAP to our CEO and the ~~Summary Compensation Table (Item 402(c)(2)(x)~~average amount of ~~Regulation~~ ~~S-K).~~ ~~Under this calculation,~~CAP to our NEOs as a group (excluding our CEO) is aligned with our net (loss) income over the ~~median employee’s annual total compensation was $69,368.~~

~~Utilizing the same executive compensation rules, and consistent with the amount reported~~three years presented in the “Total” Column of our 2020 Summary Compensation Table above for our CEO, the annual total compensation of our CEO was $1,805,978. The resulting ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 26 to 1. Given that our CEO entered into a new compensation arrangement in January 2021 in connection with his promotion from COO in December 2020, Mr. Garateix’s annual total compensation for 2020 reflected his compensation as COO. As a result, the ratio for 2021 will be higher than the ratio for 2020. See the heading “Executive Compensation—Employment and Separation Agreements—Mr. Garateix’s Employment Agreement” for a description of Mr. Garateix’s new compensation arrangement.table.

The ratio disclosed above represents a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices, and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

This information is being provided in response to SEC disclosure requirements. Neither the Compensation Committee nor management of the Company uses the pay ratio measure in making any compensation decisions. LOGO

DIRECTOR COMPENSATION

The following table summarizes the annual compensation for our non-employee directors during ~~2020. Effective from the third quarter of 2020, the Board revised the~~2023, pursuant to our non-employee director compensation ~~policy~~policy. For 2023, pursuant to ~~increase the annual retainer that~~our non-employee director compensation policy, each non-employee director is entitled to ~~receive from $150,000~~an annual cash retainer of $125,000 and an annual grant of restricted stock with a value of $40,000 as of the grant date which shares will vest on the earlier of the one-year anniversary of the grant date and the day immediately prior to ~~$200,000.~~

~~2020 Director Compensation~~the next annual meeting of stockholders. In addition, (i) each member of a committee of the Board is entitled to an additional annual cash retainer of $2,500, (ii) each chair of a committee of the Board is entitled to an additional $5,000 annual cash retainer and (iii) the chair of the Board, to the extent the chair is a non-employee director, is entitled to an additional annual cash retainer of $20,000.


~~Name~~	~~Fees Earned or Paid in~~ ~~Cash ($)(1)~~
~~Pete Apostolou~~		~~175,000~~
~~Irini Barlas~~		~~175,000~~
~~Mark Berset~~		~~175,000~~
~~Steven Martindale~~		~~175,000~~
~~James Masiello(2)~~		~~175,000~~
~~Nicholas Pappas~~		~~175,000~~
~~Joseph Vattamattam~~		~~175,000~~
~~Vijay Walvekar~~		~~175,000~~


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(2)		All Other Compensation			Total ($)
Pete Apostolou	$	127,500	$	40,000		—		$	167,500
Irini Barlas	$	135,000	$	40,000		—		$	175,000
Mark Berset	$	125,000	$	40,000		—		$	165,000
Nicholas Pappas	$	135,000	$	40,000		—		$	175,000
Joseph Vattamattam	$	135,000	$	40,000		—		$	175,000
Vijay Walvekar	$	130,000	$	40,000		—		$	170,000
Paul Whiting(1)	$	94,830	$	40,000		—		$	134,830
Richard Widdicombe	$	145,000	$	40,000	$	58,331	(3)	$	243,331

(1)	~~Reflects~~Mr. Whiting was appointed to the Board in March 2023 and therefore his cash retainer amount reflects a prorated portion the annual ~~retainers calculated on a~~ ~~pro-rata~~ ~~basis.~~Board and committee retainer amounts.

(2)

~~On March 3, 2021, James Masiello retired from~~The amounts in the “Stock Awards” column represent the annual restricted stock awards granted on June 19, 2023 pursuant to the non-employee director compensation program and reflect the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions regarding the fiscal 2023 grants, refer to Note 23 to our ~~Board, effective immediately.~~financial statements for the year ended December 31, 2023, which are included in our Annual Report on Form 10-K filed with the SEC.

(3)

This amount represents compensation paid to Mr. Widdicombe for providing consulting services to the Company. The Company engaged Mr. Widdicombe beginning in June 2023 to provide consulting services specific to the Company’s claims operations for a monthly fee of $8,333. The Company believes Mr. Widdicombe is in the best position to provide those services given his over 35 years of experience in the insurance industry, expertise in the subject matter and familiarity having previously served as President of the Company.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board consists of ~~three~~four non-employee directors, Irini Barlas, Joseph Vattamattam, ~~and~~ Vijay Walvekar and Paul Whiting, each of whom the Board has determined to be an independent director as defined in the rules of the NYSE. The Audit Committee is a standing committee of the Board and operates under a written charter adopted by the Board, which is available at www.heritagepci.com on the “Investors” page listed as “Governance Documents” under the heading “Corporate Governance.” Among its other functions, the Audit Committee has the authority and responsibility to retain and terminate the engagement of the Company’s independent registered public accounting firm (the “independent auditors”).

Management is responsible for the Company’s internal controls and the financial reporting process. The independent auditors are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) and to issue a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

During ~~2020,~~2023, at each of its meetings, the Audit Committee met with the senior members of the Company’s financial management team and the independent auditors. The Audit Committee’s agenda is established by the Audit Committee’s ~~chairwoman~~chair and senior members of the Company’s financial management team. The Audit Committee met in private sessions with the Company’s independent auditors at certain of its meetings, and also separately with the Company’s head of internal audit, without management representation, to discuss financial management, accounting and internal control matters. The Audit Committee has reviewed and discussed with management and the independent auditors the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2023, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the consolidated financial statements. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles. The Audit Committee discussed with the independent auditors those matters required to be discussed by the auditors under the rules adopted by the Public Company Accounting Oversight Board.

The Company’s independent auditors also provided to the Audit Committee the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence. The Audit Committee discussed with the independent auditors that firm’s independence and considered whether the non-audit services provided by the independent auditors are compatible with maintaining their independence.

Based on the Audit Committee’s discussion with management and the independent auditors, and the Audit Committee’s review of the representation of management and the report of the independent auditors to the Audit Committee, the Audit Committee recommended that the Board include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2023.

Submitted by the Audit Committee of the Board of Directors,

April 15, 2024

Irini Barlas (Chairwoman)

Joseph Vattamattam

Vijay Walvekar

Paul Whiting

Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Exchange Act that might incorporate future filings, including this proxy statement, in whole or in part, the Audit Committee Report above shall not be incorporated by reference into this proxy statement.

~~Submitted by the Audit Committee of the Board of~~

~~Directors,~~

~~March 23, 2021~~

~~Irini Barlas (Chairwoman)~~

~~Joseph Vattamattam~~

~~Vijay Walvekar~~37

FEES BILLED FOR SERVICES RENDERED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The approximate fees billed by Plante & Moran for ~~2020~~2023 and ~~2019~~2022 are set forth below:


Fees	Fiscal Year Ended December 31, 2020 ($)		Fiscal Year Ended December 31, 2019 ($)			Fiscal Year Ended December 31, 2023 ($)		Fiscal Year Ended December 31, 2022 ($)
Audit Fees(1)		914,500		873,441			1,218,136		1,135,041
Audit-Related Fees(2)		48,783		50,244	(3)		—		—
Tax Fees		—		—			—		—
All Other Fees		—		—			—		—

Total		963,283		923,685	(3)		1,218,136		1,135,041

(1)

Audit fees include fees billed for professional services rendered and related travel costs for the audit of our annual consolidated financial statements, the review of the interim consolidated financial statements included in our quarterly reports, and other related services that are normally provided in connection with statutory and regulatory filings. Audit fees include the review of periodic filings with the SEC. Audit fees also include fees for the preparation and review of documents relating to the Company’s equity offering, including the preparation of a comfort letter.

(2)

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” These services include attest services related to financial reporting that are not required by statute or regulation, and consultations concerning financial accounting and reporting standards.

~~(3)~~

~~Includes approximately $2,837 in audit-related fees for services performed in 2019 and paid in 2020, which fees were undeterminable at the time of the filing of the 2020 proxy statement.~~

The Audit Committee has adopted certain policies and procedures regarding permitted audit and non-audit services and the annual pre-approval of such services. Each year, the Audit Committee will ratify the types of audit and non-audit services of which management may wish to avail itself, subject to pre-approval of specific services. Each year, management and the independent registered public accounting firm will jointly submit a pre-approval request, which will list each known and/or anticipated audit and non-audit services for the upcoming calendar year and which will include associated budgeted fees. The Audit Committee will review the requests and approve a list of annual pre-approved non-audit services. Any additional interim requests for additional non-audit services that were not contained in the annual pre-approval request will be approved during quarterly Audit Committee meetings. Plante & Moran did not perform non-audit services for the Company in ~~2020,~~2023, however the approval of such services if necessary in the future would follow the policies and procedures described above.

All services provided by Plante & Moran during the fiscal year ended December 31, ~~2020~~2023 and December 31, ~~2019~~2022 were approved by the Audit Committee.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

InThe following is a description of transactions since January 1, 2022, to which we have been a party, in which the ~~ordinary course~~amount involved exceeds the lesser of $120,000 and 1% of our ~~business, we have entered into transactions with~~average total assets at year-end for the last two fiscal years, and in which any of our directors, executive officers ~~and~~or greater than 5% stockholders, or ~~companies in which they~~an affiliate or immediate family member thereof, had or will have a direct or indirect material interest. Our Audit Committee is responsible for approving related party transactions, as defined in applicable rules promulgated by the SEC. Our Audit Committee operates under a written charter pursuant to which all related party transactions are reviewed for potential conflicts of interest. Such transactions must be approved by our Audit Committee.

~~Agreement with Shannon Lucas~~

~~On January 1, 2017, Shannon Lucas (then Shannon Cloonen), the wife of Bruce Lucas, our former Chairman and CEO,~~We have entered into a consulting agreement with the Company, pursuant to which she agreed to provide consulting services related to the Company’s catastrophe reinsurance and risk management program to us at a rate of $400 per hour. Mrs. Lucas is an industry veteran with 17 years of insurance expertise. Mrs. Lucas is responsible for all aspects of the Company’s reinsurance program, including catastrophe modeling, exposure risk management, reinsurance structuring and placement, reinsurance collections and audits, and reinsurance reporting for all regulators and rating agencies. Mrs. Lucas has extensive backgroundsuch transactions in the insurance industry and has worked for several large insurance companies including Tower Hill Insurance Group, Florida Farm Bureau and United Property and Casualty Insurance Company, where she served as the Directorordinary course of Risk Management. In 2020, Ms. Lucas received total cash compensation of approximately $127,200. The consulting agreement has no specific term and either party may terminate the agreement upon providing written notice. Additionally, Ms. Lucas currently serves as a director of our subsidiary Heritage Property & Casualty Insurance Company (“~~HPCI”) and NBIC. Ms. Lucas’ annual compensation for her role as a director of HPCI is $175,000.~~business.

~~Employment of Robert DeBoy~~

~~Robert DeBoy, the~~ ~~brother-in-law~~ of Bruce Lucas, our former Chairman and CEO, joined the Company in February 2013 as a Claims Examiner. Mr. DeBoy reports directly to a Claims Manager. In 2020, Mr. DeBoy received total cash compensation of approximately $199,204. Mr. DeBoy also participates in the Company’s benefit plans that are made available to all employees.

~~Employment of Timothy Sanders~~

~~Timothy Sanders, the~~ ~~brother-in-law~~ of Bruce Lucas, our former Chairman and CEO, joined the Company in March 2016 as a senior claims examiner. Mr. Sanders holds a bachelor’s degrees in Risk Management and Insurance from Florida State University and is a designated Senior Claims Law Associate. Upon joining Heritage, Mr. Sanders had six years of experience in liability and litigated claims. Mr. Sanders reports directly to a Claims Director. In 2020, Mr. Sanders received total cash compensation of approximately $136,150. Mr. Sanders also participates in the Company’s benefit plans that are made available to all employees.

Employment of Kevin Widdicombe

Kevin Widdicombe, the son of Richard Widdicombe, our Chairman, joined the Company in July 2013 as a Risk Modeling Analyst. His current role at Heritage is BI Analyst. Mr. K. Widdicombe holds a bachelor’s degree in Risk Management and Insurance from Florida State University. Mr. K. Widdicombe reports directly to the Data Warehouse Manager. In ~~2020,~~2023 and 2022, Mr. K. Widdicombe received total cash compensation of approximately ~~$206,792.~~$174,115 and $177,100, respectively. Mr. K. Widdicombe also participates in the Company’s benefit plans that are made available to all employees.

Relationship with Mark Berset

Mark Berset, a member of the Board, owns and is chief executive officer of Comegys Insurance Agency, Inc. (“Comegys”), an independent insurance agency that writes insurance policies for the Company. For the years ended December 31, ~~2020~~2023 and ~~December 31, 2019,~~2022, the Company paid agency commission to Comegys of approximately ~~$1.0 million~~$132,575 and ~~$598,000,~~$507,352, respectively. The commissions received by Comegys were based upon standard industry rates consistent with those provided to the Company’s other insurance agencies. There are no arrangements or understandings between Mr. Berset and any other persons with respect to his appointment as a director.

OTHER INFORMATION

Stockholder Proposals for the ~~2022~~2025 Annual Meeting

If any stockholder intends to present a proposal to be considered for inclusion in the Company’s proxy materials in connection with the ~~2022~~2024 annual meeting of stockholders pursuant to Rule 14a-8 under the Exchange Act, the proposal must be in proper form (per SEC Regulation 14A, Rule 14a-8) and received by the Secretary of the Company on or before December ~~16, 2021.~~26, 2024. Stockholder proposals and director nominations pursuant to the advance notice provision of the Company’s Bylaws to be presented at the ~~2022~~2025 annual meeting of stockholders which are not to be included in the Company’s proxy materials must be received by the Company no earlier than ~~January 25, 2022~~February 5, 2025, and no later than ~~February 24, 2022,~~March 7, 2025, in accordance with the procedures in the Company’s Bylaws.

Stockholders providing notice to the Company under the SEC’s Rule 14a-19 who intend to solicit proxies in support of nominees submitted under the advance notice provision of the Company’s Bylaws for the 2025 annual meeting of stockholders must comply with the advance notice deadline set forth above, the requirements of the Company’s Bylaws and the additional requirements of Rule 14a-19(b).

Expenses of Solicitation

The Company pays the cost of preparing, assembling and mailing this proxy-soliciting material. The Company pays all costs of solicitation, including certain expenses of brokers and nominees who mail proxy materials to their customers or principals. ~~We have engaged Georgeson LLC (“Georgeson”) as our proxy solicitor at an anticipated cost of approximately $10,500 plus reasonable~~ ~~out-of-pocket~~ ~~expenses. This estimate is subject to the final solicitation campaign approved by us and Georgeson.~~

“Householding” of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and other proxy materials with respect to two or more stockholders sharing the same address by delivering a single copy of the proxy statement and other proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides convenience for stockholders and cost savings for companies.

We have delivered only one copy of our proxy materials and other proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of our proxy statement (and any other proxy materials and documents sent therewith), as requested, to any stockholder at the shared address to which a single copy of these documents was delivered. Stockholders should contact their broker or, if a stockholder is a direct holder of shares of our common stock, they should submit their request to our transfer agent in writing addressed to: Computershare Investor Services, P.O. Box 30170, College Station, Texas 77842-3170. In addition, stockholders who currently receive multiple copies of our proxy statement and other proxy materials at their address and would like to request “householding” of their communications should contact their broker or, if a stockholder is a direct holder of shares of our common stock, they should submit a request to our transfer agent in writing at the address above.

Available Information

We will deliver without charge to each person whose proxy is being solicited, upon request of any such person, a copy of the Notice, this proxy statement and our Annual Report. A request for a copy of any of these documents should be directed to Heritage Insurance Holdings Inc., 1401 N Westshore Blvd., Tampa, Florida 33607, Attention: Secretary, Telephone: (727) 362-7200.




	Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card.
		Online Go to www.investorvote.com/HRTG or scan the QR code – login details are located in the shaded bar below.
		Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.		Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/HRTG

LOGO

Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Online Go to www.investorvote.com/HRTG or scan the QR code — login details are located in the shaded bar below. Phone Call toll free ~~1-800-652-VOTE~~q (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/HRTG Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 2021 Annual Meeting Proxy Card IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals — The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2 and 3. 1. Election of Directors: For Withhold For Withhold For Withhold 01—Ernie Garateix 02—Richard Widdicombe 03—Panagiotis (Pete) Apostolou 04—Irini Barlas 05—Mark Berset 06—Steven Martindale 07—Nicholas Pappas 08—Joseph Vattamattam 09—Vijay Walvekar For Against Abstain For Against Abstain 2. Ratification of the appointment of Plante & Moran, PLLC as the 3. Approval, on an advisory basis, of the compensation of our named independent registered public accounting firm for fiscal year executive officers. 2021. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. q


A		Proposals – The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 and 3.

1. Election of Directors:

For

Withhold

For

Withhold

For

Withhold

01 - Ernie Garateix

☐

02 - Richard Widdicombe

☐

03 - Panagiotis (Pete) Apostolou

☐

04 - Irini Barlas

☐

05 - Mark Berset

☐

06 - Nicholas Pappas

☐

07 - Joseph Vattamattam

☐

08 - Vijay Walvekar

☐

09 - Paul L. Whiting

☐

For

Against

Abstain

For

Against

Abstain

Ratify the appointment of Plante & Moran, PLLC as the independent registered public accounting firm for fiscal year 2024.

☐

3. Approve, on an advisory basis, the compensation of our named executive officers.

☐


B		Authorized Signatures – This section must be completed for your vote to count. Please date and sign below.

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MMMMMMM1 U P X 5 0 2 1 0 3 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 03G19B

Date (mm/dd/yyyy) – Please print date below.

Signature 1 – Please keep signature within the box.

Signature 2 – Please keep signature within the box.

/ /


				1 U P X

		03ZM4B

The ~~2021~~2024 Annual Meeting of Stockholders of Heritage Insurance Holdings, Inc. will be held on ~~Tuesday, May 25, 2021~~

June 5, 2024 at 10:00 a.m., Eastern Time, both virtually via the Internet at ~~www.meetingcenter.io/224279586.~~ meetnow.global/MUYZCHR

and in person at the Fort Lauderdale Marriott Harbor Beach Resort & Spa, 3030 Holiday Dr., Fort Lauderdale, FL, 33316.

To access the virtual meeting, you must have the information that is printed in the shaded bar

located on the reverse side of this form. ~~The password for~~

To attend the meeting in person, upon arrival, please present this ~~meeting is — HRTG2021 Small steps make an impact. Help~~admission ticket and photo identification at the ~~environment by consenting to receive electronic~~ registration desk.

LOGO

Small steps make an impact.

Help the environment by consenting to receive electronic

delivery, sign up at www.investorvote.com/HRTG

LOGO

q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ~~Proxy — Heritage Insurance Holdings, Inc.~~ q

Proxy - Heritage Insurance Holdings, Inc.

Notice of ~~2021~~2024 Annual Meeting of Stockholders

Proxy Solicited by Board of Directors for Annual Meeting ~~— May 25, 2021~~ – June 5, 2024

Richard Widdicombe and Ernie Garateix (the “Proxies”), or either of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Heritage Insurance Holdings, Inc. to be held on ~~May 25, 2021~~June 5, 2024 or at any postponement or adjournment thereof.

Shares represented by this proxy will be voted as directed by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR each of the director nominees, FOR the ratification of the appointment of Plante & Moran, PLLC as the independent registered public accounting firm for fiscal year ~~2021,~~2024, and FOR the approval, on an advisory basis, of the compensation of our named executive officers.

In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. ~~(Items~~

(Items to be voted appear on reverse side) C ~~Non-Voting~~ ~~Items Change of Address — Please print new address below. Comments — Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting.~~


C		Non-Voting Items


Change of Address – Please print new address below.	Comments – Please print your comments below.	Meeting Attendance
		Mark box to the right if
		you plan to attend the
		Annual Meeting.


Date and Time:		~~Tuesday, May 25, 2021~~Wednesday, June 5, 2024 at 10:00 a.m. (ET).

Location:		~~Due to the public health impact of the coronavirus~~ ~~(COVID-19)~~ ~~pandemic,~~ (1) In person at Fort Lauderdale Marriott Harbor Beach Resort & Spa, 3030 Holiday Dr., Fort Lauderdale, FL, 33316; and ~~to support the health and well-being of our employees and stockholders, the annual meeting will only be conducted virtually~~ (2) Virtually via live audio webcast at ~~www.meetingcenter.io/224279586. There will be no physical meeting location.~~meetnow.global/MUYZCHR.

~~Attendance:~~Admission:		Only stockholders of ~~the Company~~Heritage Insurance Holdings, Inc. (the “Company”) or their duly authorized proxies may attend the annual meeting. ~~Stockholders may only~~ If you plan to attend the ~~annual~~meeting in person, you must present photo identification, such as a driver’s license when you arrive. Beneficial owners must also provide evidence of stock holdings, such as a recent brokerage account or bank statement. If you plan to attend the meeting virtually, ~~at www.meetingcenter.io/224279586. The password for~~you may do so by visiting the ~~meeting is HRTG2021.~~ link meetnow.global/MUYZCHR. By visiting this link, you will be able to attend and participate in the annual meeting online, vote your shares electronically and submit your questions prior to and during the meeting. To participate in the annual meeting, you will need the ~~15-digit~~16-digit control number that appears on your proxy card or the instructions that accompanied your proxy materials. Beneficial owners will need to register at least three business days prior to the annual meeting in order to attend the ~~meeting.~~meeting virtually. For more instructions, please refer to the section “Annual Meeting Procedures” on page 1.5.

Record Date:		April ~~5, 2021~~15, 2024

Voting:		Each share of common stock entitles you to one vote on each matter to be voted on at the annual meeting. Cumulative voting is not permitted.

Items of Business:		(1) To elect nine members of the Board of Directors to serve until the ~~2022~~2025 Annual Meeting of Stockholders or until their respective successors are elected and qualified; (2) To ratify the appointment of Plante & Moran, PLLC as the independent registered public accounting firm for the Company for the fiscal year ending December 31, ~~2021;~~2024; (3) To approve, on an advisory basis, the compensation of our named executive officers; and (4) To transact such other business as may properly come before the meeting.


Proposals		Board of Directors’ Recommendation

PROPOSAL 1	Elect nine members of the Board of Directors to serve until the ~~2022 annual meeting~~2025 Annual Meeting of ~~stockholders~~Stockholders or until their respective successors are elected and ~~qualified.~~qualified	FOR
PROPOSAL 2	Ratify the appointment of Plante & Moran, PLLC as the independent registered public accounting firm for the Company for the fiscal year ending December 31, ~~2021.~~2024	FOR
PROPOSAL 3	Approve, on an advisory basis, the compensation of our named executive officers, which we refer to as “Say on ~~Pay.”~~Pay”	FOR


AC:	Audit Committee	CGN:	Corporate Governance and Nominating Committee
CC:	Compensation Committee	M:	Member
C:	Chair	F:	Financial Expert


What We Do		What We Don’t Do
Over 75% of the directors ~~are elected annually for~~ ~~one-year~~ ~~terms.~~ ~~Director Independence~~~~: A majority of our director nominees~~ are independent		No shareholder rights plan, commonly known as a “poison pill”

Board Committees comprised entirely of independent directors		Limited perquisites

Directors elected annually for one-year terms		No stock options granted below fair market value

Short and long-term incentives designed to deliver long-term growth and drive shareholder value		No special supplemental executive retirement programs or pensions

Maintain a compensation program that is heavily performance-based and uses multiple performance measures		No repricing or backdating of stock options without shareholder approval

Compensation benchmarked to peer and market data during compensation decision-making process		No acceleration of vesting of equity awards in connection with terminations, absent a change in control

Utilize independent compensation consultant reporting directly to the Compensation Committee		No tax gross-ups on perquisites

		No liberal change in control definition in equity plans or employment agreements

☐		~~Preliminary Proxy Statement~~

☐		Confidential, for Use of ~~the~~ Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Fee computed on table ~~below~~in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

		~~(1)~~	~~Title of each class of securities to which transaction applies:~~
		~~(2)~~	~~Aggregate number of securities to which transaction applies:~~
		~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule~~ ~~0-11~~ ~~(set forth the amount on which the filing fee is calculated and state how it was determined):~~
		~~(4)~~	~~Proposed maximum aggregate value of transaction:~~
		~~(5)~~	~~Total fee paid:~~

☐		~~Fee paid previously with preliminary materials.~~

☐		~~Check box if any part of the fee is offset as provided by Exchange Act Rule~~ ~~0-11(a)(2)~~ ~~and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing:~~

		~~(1)~~	~~Amount Previously Paid:~~
		~~(2)~~	~~Form, Schedule or Registration Statement No.:~~
		~~(3)~~	~~Filing Party:~~
		~~(4)~~	~~Date Filed:~~


			*Committee Memberships*
Name	Director Since	Independent	AC	CC	CGN
Ernie Garateix (CEO)	2020	No
Richard Widdicombe (Chairman)	2012	NoYes
Pete Apostolou	2012	Yes			M
Irini Barlas	2014	Yes	C, F	M
Mark Berset	2019	No
~~Steven Martindale~~	~~2018~~	No
Nicholas Pappas	2014	Yes		M	C
Joseph Vattamattam	2014	Yes	M, F	C
Vijay Walvekar	2012	Yes	M		M
Paul L. Whiting	2023	Yes	M, F	M	M


	CEO Compensation
Compensation Component	Prior CEO			New CEO			Delta
Base Salary	$	2,431,000		$	1,000,000			-59	%
Guaranteed annual salary increase		Yes			No
Guaranteed minimum annual cash incentive award	$	2,500,000			No			-100	%
Annual cash incentive target	$	4,250,000	*	$	1,000,000			-76	%
Maximum cash incentive		Uncapped		$	1,500,000
Time-based equity compensation**	$	3,210,000		$	500,000			-84	%
Time-based equity compensation as % of total long-term equity compensation		100	%		50	%
Performance-based equity compensation as % of total long-term equity compensation		0	%		50	%
Non performance-based total compensation	$	8,141,000		$	1,500,000			-82	%
Target total compensation	$	9,891,000		$	3,000,000			-70	%
Maximum total compensation		Uncapped		$	4,000,000


PROXY STATEMENT			1

Questions and Answers about Voting and the Annual Meeting			1

Annual Meeting Procedures			5

PROPOSALS TO BE VOTED ON			7

Proposal 1: Election of Directors			7

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm			11

Proposal 3: Advisory Vote on Executive Compensation			12

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			1413

Board Leadership Structure			1413

Board of Directors Role in Risk Oversight			1413

Meetings and Committees of the Board of Directors			1413

Director Independence			1615

Code of Business Conduct and Ethics			1615

Governance Documents			1716

Communications with Directors			17

~~Attendance at Annual Meeting~~			1716

EXECUTIVE OFFICERS			1817

STOCK OWNERSHIP			1918

Security Ownership of Certain Beneficial Owners and Management			1918

Delinquent Section 16(a) Reports			20

EXECUTIVE COMPENSATION ~~DISCUSSION AND ANALYSIS~~			21

~~COMPENSATION COMMITTEE REPORT~~2023 Performance Highlights			3121

~~EXECUTIVE COMPENSATION~~Say on Pay Vote and Shareholder Engagement			3222

Independent Compensation Consultant			22

Summary Compensation Table			3223

~~Grants of Plan-Based~~Outstanding Equity Awards at Fiscal Year-End			24

Executive Compensation Program and Decisions			24

Equity Compensation Plan Information			33

~~Stock Vested~~Pay Versus Performance			34

~~Outstanding Equity Awards at 2020 Fiscal~~ ~~Year-End~~			34

~~Employment and Separation Agreements~~			34

~~Estimated Payments Following Termination or Change in Control~~			39

~~CEO Pay Ratio~~			43

DIRECTOR COMPENSATION			4536

~~2020 Director Compensation~~			45



FEES BILLED FOR SERVICES RENDERED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			4738

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			4839

OTHER INFORMATION			5040

Stockholder Proposals for the ~~2022~~2025 Annual Meeting			5040

Expenses of Solicitation			5040

“Householding” of Proxy Materials			5040

Available Information			40


Name and Address	Number of Shares Beneficially Owned(1)		Approximate Percent of Class(1)
CERTAIN BENEFICIAL OWNERS (not including directors and executive officers):
BlackRock, Inc.(2)		2,383,699		8.5%
55 East 52nd Street New York, NY 10055
Dimensional Fund Advisors LP (3)		1,585,854		5.7%
DIRECTORS, DIRECTOR NOMINEES AND NAMED EXECUTIVE OFFICERS:
Ernie Garateix(4)		225,071		*
Richard Widdicombe		641,778		2.3%
Kirk Lusk		113,331		*
Tim Moura		59,133		*
Pete Apostolou		160,000		*
Mark Berset(5)		729,209		2.6%
Irini Barlas(6)		55,648		*
Steven Martindale		6,450		*
Nicholas Pappas(7)		63,745		*
Joseph Vattamattam(8)		28,791		*
Vijay Walvekar(9)		285,964		1.0%
Sharon Binnun		—		—
Tim Johns		—		—	��
Bruce Lucas(10)		644,459		2.3%
All directors and executive officers as a group (13 persons)		2,369,120		8.5%


Name and Principal Position	Year		Salary ($)		Bonus ($)		Non-Equity Incentive Plan Compensation ($)			All Other Compensation ($)			Total ($)
Ernie Garateix*		2020		1,000,000		—		750,000	(1)		34,549	(2)		1,784,549
CEO		2019		900,000		—		500,000			23,862			1,423,862
		2018		900,000		—		500,000			25,820			1,425,820
Kirk Lusk,		2020		950,000		—		75,000	(1)		81,332	(2)		1,106,332
CFO		2019		850,000		—		50,000			17,127			917,127
Tim Moura		2020		943,010		—		75,000	(1)		10,883	(2)		1,028,893
President, NBIC		2019		870,596		—		50,000			—			920,596
Sharon Binnun		2020		475,000		50,000		—			26,128	(2)		551,128
Chief Accounting Officer
Tim Johns		2020		300,000		125,000		—			19,537	(2)		444,537
President, Zephyr Insurance Company
Bruce Lucas*		2020		2,276,514		—		—			5,510,890	(2)		7,787,404
Former Chairman and CEO(3)		2019		2,302,529		—		5,348,000	(4)		23,787			7,674,316
		2018		2,205,000		3,000,000		6,200,000			30,043			11,435,043
Richard Widdicombe		2020		1,929,375		—		—			2,627,589	(2)		4,556,964
Former President(3)		2019		1,929,375		—		750,000			26,271			2,690,175
		2018		1,929,375		—		750,000			40,905			2,720,280


	Estimated future payouts under non-equity incentive plan awards
Name	Threshold ($)		Target ($)(1)			Maximum ($)
Kirk Lusk		—		500,000	(2)		—
		—		50,000	(3)		—
Ernie Garateix		—		100,000	(4)		—
Tim Moura		—		500,000	(5)		—
		—		50,000	(6)		—
Sharon Binnun		—		—			—
Tim Johns		—		—			—
Bruce Lucas		—		1,750,000	(7)		—
		—		2,500,000	(8)		—
Richard Widdicombe		—		375,000	(7)		—
		—		375,000	(9)		—


	Stock awards
Name	Number of shares acquired on vesting (#)		Value realized on vesting ($)
Ernie Garateix		25,000	$	232,000
Kirk Lusk		15,000	$	180,900
Tim Moura		10,000	$	131,300
Sharon Binnun		—		—
Tim Johns		—		—
Bruce Lucas		150,000	$	1,392,000
Richard Widdicombe		50,000	$	464,000

☒		Definitive Proxy Statement

☐		Definitive Additional Materials



☒		No fee required.


	Stock awards
Name	Number of Shares of Stock that Have Not Vested (#)			Market Value of Shares of Stock that Have Not Vested ($)(1)
Ernie Garateix		—			—
Kirk Lusk		45,000	(2)	$	455,850
Tim Moura		30,000	(3)	$	303,900
Sharon Binnun		—			—
Tim Johns		—			—
Bruce Lucas		—			—
Richard Widdicombe		—			—


Name	Involuntary Termination without Cause ($)			Upon a Change of Control ($)			Involuntary Termination upon a Change of Control ($)			Death ($)		Other
Ernie Garateix(1)
Salary		—			—			—			—		—
Cash Incentive		—			—			—			—		—
Value of Accelerated Equity(2)		—			—			—			—		—
Total		—			—			—			—		—
Kirk Lusk
Salary		—			—			—			—		—
Cash Incentive		—			—			—			—		—
Value of Accelerated Equity(2)		455,850	(3)		455,850	(3)		455,850	(3)		—		—
Total		455,850			455,850			455,850					—


	Upon Separation ($)
Bruce Lucas
Annual Bonus		2,500,000	(1)
Non-Renewal Payment		2,431,000	(2)
Non-Compete Payment		163,750	(3)
Employee Benefits Continuation		36,660	(4)
Total		5,131,410
Richard Widdicombe
Annual Bonus		375,000	(1)
Non-Renewal Payment		1,928,990	(2)
Non-Compete Payment		129,867	(3)
Employee Benefits Continuation		36,660	(4)
Total		2,470,517